BEARCOM GROUP INC, S-1/A, 1998-06-25

BEARCOM GROUP INC
S-1/A, 1998-06-25
ELECTRONIC PARTS & EQUIPMENT, NEC

Previous: DFCS TRUST 1998-I, 8-K, 1998-06-25

Next: US INDUSTRIES INC /DE, 8-K, 1998-06-25

<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1998

REGISTRATION NO. 333-50869
================================================================================

SECURITIES AND EXCHANGE COMMISSION

AMENDMENT NO. 2

TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BEARCOM GROUP, INC.

(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
TEXAS 5065 75-1893779
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

11545 PAGEMILL ROAD
DALLAS, TEXAS 75243
(214) 340-8876
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

JOHN P. WATSON
CHAIRMAN
11545 PAGEMILL ROAD
DALLAS, TEXAS 75243
(214) 340-8876
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copies to:

<TABLE>
<S> <C>
LAWRENCE B. GOLDSTEIN JEFFREY A. CHAPMAN
GARDERE & WYNNE, L.L.P. VINSON & ELKINS L.L.P.
1601 ELM STREET, SUITE 3000 2001 ROSS AVENUE, SUITE 3700
DALLAS, TEXAS 75201-4761 DALLAS, TEXAS 75201-2975
(214) 999-3000 (214) 220-7700
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

---------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

================================================================================
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED JUNE 25, 1998

PROSPECTUS

, 1998

3,759,000 SHARES

BEARCOM LOGO

COMMON STOCK

Of the 3,759,000 shares of Common Stock offered hereby (the "Offering"),
3,333,000 shares are being offered by BearCom Group, Inc. ("BearCom Group" or
the "Company") and 426,000 shares are being offered by certain shareholders (the
"Selling Shareholders"). See "Principal and Selling Shareholders." The Company
will not receive any proceeds from the sale of the shares of Common Stock by the
Selling Shareholders.

Prior to the Offering, there has been no public market for the Common
Stock. It is currently anticipated that the initial public offering price will
be between $13.00 and $15.00 per share. See "Underwriting" for information
relating to the factors to be considered in determining the initial public
offering price.

The Common Stock has been approved for listing on the New York Stock
Exchange (the "NYSE") under the trading symbol "BCG."

SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PRICE UNDERWRITING PROCEEDS PROCEEDS
TO THE DISCOUNTS AND TO THE TO SELLING
PUBLIC COMMISSIONS(1) COMPANY(2) SHAREHOLDERS
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share............................ $ $ $ $
Total(3)............................. $ $ $ $
</TABLE>

- --------------------------------------------------------------------------------

(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."

(2) Before deducting expenses payable by the Company estimated at $600,000.

(3) The Company has granted the Underwriters an over-allotment option,
exercisable for 30 days from the date of this Prospectus, to purchase up to
563,850 additional shares of Common Stock, on the same terms as set forth
above solely to cover over-allotments, if any. If such option is exercised
in full, the total Price to the Public, Underwriting Discounts and
Commissions and Proceeds to the Company will be $ , $ and
$ , respectively. See "Underwriting."

The shares of Common Stock are being offered by the several Underwriters
subject to prior sale, when, as and if delivered to and accepted by them,
subject to certain prior conditions. The Underwriters reserve the right to
reject any order in whole or in part. It is expected that delivery of the shares
of Common Stock will be made in New York, New York on or about ,
1998.

DONALDSON, LUFKIN & JENRETTE CIBC OPPENHEIMER
SECURITIES CORPORATION
<PAGE> 3

[PHOTOGRAPHS OF PRODUCTS SOLD BY THE COMPANY]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE OFFERING AND
MAY BID FOR AND PURCHASE SHARES OF THE COMMON STOCK IN THE OPEN MARKET. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements and notes thereto contained elsewhere in
this Prospectus. Unless otherwise indicated, the information in this Prospectus
assumes the Underwriters' over-allotment option is not exercised and gives
retroactive effect to a 643-for-1 stock split effected in June 1998. All
references to fiscal years, unless otherwise noted, refer to the Company's
fiscal year which ends on April 30 of each year. The Company was incorporated in
Texas in 1983. In December 1995, a subsidiary of the Company merged (the
"Merger") with Bear Communications, Inc. ("Bear Communications"). Unless the
context otherwise requires, all references to "BearCom" shall include the
operations of the Company's direct and indirect wholly owned subsidiaries, Bear
Communications, BearCom Operating, L.P. and their subsidiaries. On March 31,
1998, a wholly owned subsidiary of the Company, Condor Holdings, Inc. ("Condor
Holdings"), acquired substantially all of the assets of Condor Communications,
Inc. ("Condor Communications"). The foregoing transaction is referred to herein
as the "Condor Acquisition." Unless the context otherwise requires, all
references to "Condor" shall include Condor Communications (prior to the Condor
Acquisition), Condor Holdings (following the Condor Acquisition), Condor's fifty
percent interest in Condor Telecommunicationes, C.A., a corporation incorporated
under the laws of Venezuela, which operates Condor's Caracas, Venezuela
distribution sales office, and the entities that operate Condor's Prague, Czech
Republic distribution sales office. As of the date hereof, the Company is
awaiting regulatory approval in the Czech Republic with respect to the
acquisition of those entities. Based on the advice of foreign counsel, the
Company believes regulatory approval will be obtained. All references herein to
"BearCom Group" or the "Company" shall include the combined operations of
BearCom Group, Inc. and its subsidiaries, including BearCom and Condor.

THE COMPANY

The Company believes that it is the largest independent distributor of
two-way radios in the world with leading positions in the field sales, catalog
sales, export sales and rental segments of the market. The Company sells,
services and rents a broad line of two-way radios manufactured by industry
leaders including Motorola, Maxon, Icom and Tekk, which are used to communicate
within a limited geographic area without incurring airtime or subscriber
charges. In the United States, the Company's diverse customer base consists
primarily of businesses and organizations across a wide variety of industries,
whereas internationally the Company's customers generally are dealers which, in
turn, sell to similar end users. In addition to its two-way radio product line,
the Company sells complementary wireless communication and related products and
services, including Orbacom console systems, Motorola messaging systems, Nextel
handsets and services and PageMart pagers and services. See
"Business -- Purchasing."

Through BearCom, the Company markets its products and services through 32
field offices in the United States and two in Australia and through its catalog
operations throughout the United States. In addition, through Condor, the
Company exports its products and services through its distribution offices in
Miami, Florida, Caracas, Venezuela and Prague, Czech Republic. The Company
believes that it is the only significant distributor of two-way radios
leveraging the strengths of these multiple channels of distribution. Through its
field offices, BearCom provides technical assistance for customers requiring
on-site evaluation of their communications needs. For customers not requiring
this consultative approach (usually when system needs are relatively
uncomplicated or purchases are add-on or replacement units to an existing
system), the catalog marketing channel provides an efficient and convenient
method of purchasing products. During fiscal 1998, BearCom mailed more than 5.7
million catalogs and marketing pieces and processed in excess of 182,000
customer orders. Most orders are processed and shipped on the same day they are
received. The Company uses sophisticated information systems and proprietary
software to monitor and refine its customer database, catalog mailings and
inventory levels. In addition, the Company has a fleet of over 15,000 two-way
radios for rent, which are used in connection with sporting events, conventions,
disaster recovery projects, motion picture productions and other events. The
Company believes that it is the largest renter of two-way radios in the United
States.

3
<PAGE> 5

While the Company is not aware of any definitive industry data, the Company
believes that the market for the sale, rental and service of two-way radios and
related products is in excess of $5 billion per year in the United States and an
additional $5 billion per year outside the United States. The independent
distribution of two-way radios is a highly fragmented industry, with thousands
of local and regional independent dealers. The manufacturing of two-way radios,
however, is dominated by a small number of companies, each of which has
developed a network of authorized dealers to augment their internal direct sales
forces. These authorized dealer networks typically comprise several local
dealerships within a given metropolitan area each generating less than $5
million in sales. Over the past ten years, manufacturers have strategically
reduced the size of their direct sales forces, increasingly relying on
independent authorized dealers. The Company believes that an increasing
percentage of two-way radio products will continue to be sold through
independent dealers as manufacturers continue to outsource distribution and
other non-core functions. At the same time, the Company believes manufacturers
are limiting their authorized dealer relationships to fewer, but larger
organizations. The Company believes that these industry fundamentals and
outsourcing trends will lead to a consolidation of independent dealers and that
as the largest independent dealer worldwide it is well positioned to continue to
acquire local authorized dealers and expand its international presence and
market share.

From fiscal 1993 through fiscal 1997, the Company's revenues grew,
primarily as a result of internal growth and the opening of nine new sales
offices, from $37.9 million to $69.6 million, representing a compound annual
growth rate of approximately 16%. Since August 1996, the Company has accelerated
its growth through the acquisition of the operations of 14 independent dealers,
a majority of the assets of Motorola's Radio Products Group rentals business and
substantially all of the assets of Condor. As a result, revenues for fiscal 1998
were $96.5 million, a 39% increase from revenues generated during fiscal 1997.
On a pro forma basis, giving effect to the Condor Acquisition and the Other
Acquisitions (as defined below under "Unaudited Pro Forma Condensed Consolidated
Statement of Income"), the Company's revenues were $149.1 million for fiscal
1998. The Company intends to make additional acquisitions to establish a
presence in new geographic areas and to enhance its presence in existing
markets. In pursuing such acquisitions, the Company typically seeks to gain
access to the acquired dealer's skills, experience and customer relationships,
while consolidating its fulfillment operations into existing facilities.

The Company's objective is to expand its position as the largest
independent distributor of two-way radios and related products in the world and
be the leading independent distributor in each market in which it serves. The
Company's strategy is to further develop its network of field offices by opening
and acquiring local operations, expand and enhance its catalog and export
operations, leverage its complementary distribution channels by expanding its
product and service offerings, and support such operations with rapid order
fulfillment and superior customer service and technical support. The Company
seeks to capitalize on its experience and reputation derived from more than 15
years of selling and marketing two-way radio products in executing its strategy
and addressing its market opportunity.

RECENT DEVELOPMENTS

Based in Miami, Florida, Condor is a leading exporter of two-way radio
communication equipment and communication systems primarily to Latin America,
Eastern Europe, Africa and the Middle East. In addition to its Miami office,
Condor maintains distribution sales offices in Caracas, Venezuela and Prague,
Czech Republic. Condor exports primarily Motorola two-way radio products.
Virtually all of Condor's sales are denominated in U.S. dollars. The Condor
Acquisition provides the Company an operational platform from which it can
expand its international operations. The Company's strategy is to expand its
international operations by establishing additional sales offices and offering
additional products and services. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Condor," "Unaudited Pro Forma
Condensed Consolidated Statement of Income" and the historical combined
financial statements of Condor included elsewhere herein.

4
<PAGE> 6

THE OFFERING

<TABLE>
<S> <C> <C>
Common Stock Offered:
By the Company..................................... 3,333,000 shares
By the Selling Shareholders........................ 426,000 shares
----------
Total...................................... 3,759,000 shares
</TABLE>

Common Stock to be Outstanding after
the Offering........................ 10,002,515 shares(1)

Use of Proceeds..................... To repay certain indebtedness and for
general corporate purposes, including
possible future acquisitions

Proposed NYSE Trading Symbol........ BCG

- ------------------------------

(1) Excludes 406,000 shares of Common Stock issuable upon the exercise of
outstanding options, an additional 694,000 shares of Common Stock reserved
for future issuance under the Company's 1998 Stock Option Plan, and 500,000
shares of Common Stock reserved for future issuance under the Company's 1998
Employee Stock Purchase Plan. See "Management -- Stock Option Plan" and
"Management -- Stock Purchase Plan."

RISK FACTORS

Prospective purchasers of the Common Stock should consider carefully all of
the information set forth in this Prospectus and, in particular, should evaluate
the specific factors set forth under the caption "Risk Factors" beginning on
page 7, which provide a discussion of certain risks involved in an investment in
the Common Stock.

5
<PAGE> 7

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

The following table sets forth summary historical and pro forma financial
and other data for the Company as of the dates and for the periods indicated.
The information set forth below should be read in conjunction with
"Capitalization," "Selected Financial Data," "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the historical
and pro forma financial statements of the Company and the historical financial
statements of Condor and the related notes thereto included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
FISCAL YEARS ENDED APRIL 30,
-----------------------------------------
PRO FORMA
AS ADJUSTED
1996 1997 1998 1998(1)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues.................................................. $63,278 $69,642 $96,524 $149,083
Gross profit.............................................. 20,294 23,367 31,785 39,819
Operating income.......................................... 3,597 3,609 5,100 8,196
Net income................................................ $ 1,847 $ 1,902 $ 2,510 $ 5,009
Net income per share...................................... $ .30 $ .29 $ .38 $ .50
</TABLE>

<TABLE>
<CAPTION>
APRIL 30, 1998
--------------------------
ACTUAL AS ADJUSTED(2)
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Cash...................................................... $ 350 $18,499
Working capital........................................... 19,852 39,251
Total assets.............................................. 53,648 71,043
Total long-term debt, including current maturities........ 26,788 455
Shareholders' equity...................................... 13,382 57,111
</TABLE>

<TABLE>
<CAPTION>
FISCAL YEARS ENDED APRIL 30,
--------------------------------------
PRO FORMA
AS ADJUSTED
1996 1997 1998 1998(1)
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
OTHER DATA:
Number of sales offices at period end..................... 22 25 37 37
EBITDA(3)................................................. $4,734 $5,326 $7,380 $10,698
Capital expenditures(4)................................... $1,429 $2,127 $1,869 n/a
</TABLE>

- ------------------------------

(1) Pro forma information for the year ended April 30, 1998 gives effect to (i)
the Condor Acquisition, (ii) the Other Acquisitions and (iii) the Offering
and the application of the net proceeds therefrom, including the repayment
of shareholder notes, as if these transactions had occurred on May 1, 1997.
See "Unaudited Pro Forma Condensed Consolidated Statement of Income."

(2) Adjusted to give effect to the Offering and the application of the net
proceeds therefrom (assuming an initial public offering price of $14.00),
including the repayment of shareholder notes, as if these transactions had
occurred on April 30, 1998.

(3) "EBITDA" is calculated herein as income before income taxes, plus
depreciation, amortization and interest expense. The Company believes that
EBITDA is a measure commonly used in the wireless communication industry by
financial analysts, investors and other interested parties for measuring and
comparing financial information such as liquidity, operating performance and
leverage. EBITDA is not a measure of cash flow, operating results or
liquidity, as determined in accordance with generally accepted accounting
principles, and differs from net cash provided by operating activities as
determined under generally accepted accounting principles in that it
excludes significant components useful in understanding and assessing the
Company's financial performance. EBITDA should not be considered in
isolation or as an alternative to, or more meaningful than, net income or
cash flows provided by operations. EBITDA amounts shown for the Company may
not be comparable to similarly titled measures reported for other companies
as such calculations may not be made on the same basis.

(4) Excludes payments for business acquisitions.

6
<PAGE> 8

RISK FACTORS

This Prospectus contains forward looking statements. The words
"anticipate," "believe," "expect," "plan," "intend," "estimate," "project,"
"will," "could," "may" and similar expressions are intended to identify forward
looking statements. Such statements reflect the Company's current views with
respect to future events and financial performance and involve risks and
uncertainties, including, without limitation, the risks described in this
section. Should one or more of these risks or uncertainties occur, or should
underlying assumptions prove incorrect, actual results may vary materially and
adversely from those anticipated, believed, expected, planned, intended,
estimated, projected or otherwise indicated. In addition to the other
information contained in this Prospectus, prospective investors should carefully
consider the following risk factors before making an investment in the Common
Stock offered hereby.

NO ASSURANCE OF GROWTH

In recent years, the Company has rapidly expanded its operations, growing
from total revenues of $37.9 million in fiscal 1993 to $96.5 million in fiscal
1998. The Company plans to seek continued growth of its business by increasing
sales in its existing offices and catalog operations, through strategic
acquisitions and by opening new offices. There can be no assurance, however,
that the Company will continue to grow or will be able to successfully implement
any of these growth strategies.

To successfully implement its growth strategies, the Company must
continually evaluate the adequacy of its existing systems and procedures,
including, among others, its data processing, financial and internal control
systems and management structure. There can be no assurance that the Company
will adequately anticipate all of the changing demands that growth will impose
on the Company's systems, procedures and structure. Any failure to adequately
anticipate and respond to such changing demands is likely to have a material
adverse effect on the Company. In addition, the Company anticipates that
acquiring or opening offices will involve a number of possible risks and
challenges, including the diffusion of managements attention, the dependence on
hiring, training and retaining key personnel, and unanticipated problems or
liabilities, some or all of which could have a material adverse effect on the
Company. See "Business -- Growth Strategy."

ACQUISITION RISKS; BUSINESS INTEGRATION RISKS

Since August 1996, the Company has acquired the stock or assets of 14
independent dealers of two-way radios and other wireless communication products,
a majority of the assets of Motorola's Radio Products Group rentals business and
substantially all of the assets of Condor Communications, Inc. The Company
intends to seek continued growth of its business through future strategic
acquisitions. The Company is currently evaluating certain strategic
acquisitions; however, the Company has no binding commitment to acquire any
business or other material assets. There can be no assurance that the Company
will be able to identify future attractive acquisition candidates or complete
the acquisition of any candidates on terms favorable to the Company. Growth
through strategic acquisitions involves numerous risks, including difficulties
in the integration of the operations, systems and personnel, including key
management, of acquired businesses and the diversion of management's attention
from other business concerns. In the event that the Company acquires businesses,
the employees of which are parties to collective bargaining agreements, the
Company would be subject to risks inherent in such arrangements, including
strikes or work stoppages. There can be no assurance that any acquired
businesses, including Condor, can be successfully integrated into the Company's
business. A substantial portion of the Company's capital resources, including a
portion of the proceeds of the Offering, could be used for acquisitions. The
Company may require additional debt or equity financing for future acquisitions,
which additional financing may not be available on terms favorable to the
Company, if at all. See "Business -- Growth Strategy."

DEPENDENCE ON VENDOR

The sale of products by the Company that were purchased from the Company's
largest vendor, Motorola, Inc. ("Motorola"), constituted approximately 73% of
the Company's equipment revenues during fiscal 1997 and approximately 66% of the
Company's equipment revenues during fiscal 1998. In addition, BearCom's

7
<PAGE> 9

rental radio inventory consists primarily of products manufactured by Motorola
and a very high percentage of Condor's equipment revenues were generated by the
sale of products purchased from Motorola. As is customary in the industry, the
Company does not have long-term contracts with any of its vendors, including
Motorola. Although the Company and its suppliers enter into written vendor
agreements to effect purchases, such agreements generally can be canceled by
either party at will. While the Company does have access to similar products
from competing vendors, the inability to obtain products from certain vendors,
particularly Motorola, would have a material adverse effect upon the Company. If
Motorola experiences a business interruption or other business problems, the
Company could be materially adversely affected. There can be no assurance that
Motorola will continue to grant the Company the right to distribute its products
in its current areas of operation or that Motorola will grant the Company the
right to distribute its products in areas served by offices that the Company may
acquire or open in the future. Also, the Company's status as a Motorola dealer
in some or all of its offices could be unilaterally terminated by Motorola.
Termination of the Company's status as a Motorola dealer would have a material
adverse effect on the Company. See "Business -- Growth Strategy" and
"Business -- Products and Services."

Several manufacturers of two-way radio products, including Motorola,
compete with independent distributors in selling, servicing and renting two-way
wireless communication products. Prior to 1987, a very high percentage of
two-way radios were distributed directly by their manufacturers. Since then,
Motorola and other manufacturers have increasingly distributed two-way radios
via independent dealers, with the exception of large accounts. There can be no
assurance that this trend will continue. Manufacturers could change their
distribution strategy and begin to distribute more or all two-way radios
themselves or through distribution means other than independent dealers. Such
change would have a material adverse effect on the Company. See
"Business -- Industry Overview."

Motorola offers a cooperative advertising program pursuant to which the
Company is permitted to claim reimbursements for certain expenses of up to a
percentage of the cost of certain inventory purchased, subject to certain
conditions. This program could be canceled, or the benefits available to the
Company thereunder could be significantly reduced, without the consent of the
Company. Any such cancellation or reduction could have a material adverse effect
on the Company. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources."

LIMITED EXPERIENCE WITH INTERNATIONAL OPERATIONS; RISKS OF CONDUCTING
INTERNATIONAL OPERATIONS

In August 1995, the Company opened a field office in Sydney, Australia, and
in July 1997 and May 1998 the Company acquired dealers in Brisbane, Australia.
Revenues from the Australia offices were less than 2% of the Company's net
revenues in fiscal 1998. Thus, the Company historically has had limited
experience with international operations. In March 1998, the Company completed
the acquisition of Condor, which has distribution sales offices in Caracas,
Venezuela and Prague, Czech Republic. On a pro forma basis, giving effect to the
Condor Acquisition and the Other Acquisitions, the Company's revenues for fiscal
1998 that were derived from sales to customers outside of the United States, or
to other exporters who then sell such products to customers outside of the
United States, were 33.2%, with approximately 5.5% of the Company's revenues for
such periods being derived from sales to customers in Venezuela. The Company may
open field offices in other international markets or may acquire dealers with
international operations. The Company's success and plans for future growth in
international markets will be dependent on its ability to attract and retain
qualified management personnel for its international operations.

Foreign operations and sales are subject to political and economic risks,
including political instability, currency controls, exchange rate fluctuations,
increased credit risks, foreign tax laws, changes in import/export regulations
and tariff and freight rates. Political and other factors beyond the control of
the Company, including trade disputes among nations or internal instability in
any nation where the Company conducts business, could have a material adverse
effect on the Company. There can be no assurance that the Company will be able
to successfully manage the risks presented by significant international
operations.

8
<PAGE> 10

COMPETITION

The two-way radio distribution industry is highly competitive and is
currently comprised of several regional and numerous local dealers. The
principal bases of competition in the industry are price and service. The sale
of two-way radios is a low-margin, high-volume business. Because awareness of
two-way wireless communication products is growing and the cost barriers to
entry into this market are relatively low, the risk of new competitors entering
this market is high. The Company believes that the industry will become more
competitive as the number of competitors increases and as new technologies
emerge. These factors, coupled with the growing industry emphasis on containing
costs, could place significant pressure on the Company to reduce prices, which
could significantly reduce the gross margins realized by the Company on sales of
its products.

In addition, several manufacturers of two-way radio products, including
Motorola, the Company's largest vendor, also compete with independent
distributors in selling, servicing and renting two-way wireless communication
products. There can be no assurance that manufacturers of two-way radio products
will continue to utilize independent distributors in the future. In addition,
there are several significantly large global distributors of wireless
communication products other than two-way radios. These companies to date have
not entered the two-way radio distribution market in any significant way, but
there can be no assurance that these companies will not enter this industry in
the future. These manufacturers and distributors are much larger than the
Company, and have substantially greater capital resources, sales experience and
distribution capabilities than the Company. In response to competitive pressure
from any of its current or future competitors, the Company may be required to
lower selling prices, which would lower the Company's gross margins, which could
have a material adverse effect on the Company. See "Business -- Growth Strategy"
and "Business -- Competition."

FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

The Company has experienced material variations in quarterly revenues and
net income as a result of many factors including, among others, customer
relationships, catalog response rates, product blend, the level of selling,
general and administrative expense, weather conditions and the condition of the
wireless communication industry in general. For example, BearCom's net sales and
profits historically have been lower in the three months ended January 31 due to
lower levels of business activity during the winter months. In addition,
quarterly results may be materially affected by the timing of significant rental
activity, the timing of large system sales, seasonality in the ordering patterns
of users of the Company's products, seasonal buying patterns of dealers that
purchase products from Condor, the timing of new enhancements or product
offerings made available by suppliers, economic conditions in the geographical
areas in which the Company operates and the timing and magnitude of acquisitions
and related assimilation costs. Therefore, the operating results for any fiscal
quarter are not necessarily indicative of the results that may be achieved for
any subsequent fiscal quarter or for a full fiscal year. It is likely that the
Company will experience such fluctuations in the future. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Quarterly Results of Operations."

DEPENDENCE ON SYSTEMS

The Company's success depends on the accuracy and proper utilization of its
management information systems. The Company's ability to manage its inventory
and accounts receivable collection; to purchase, sell and ship its products
efficiently and on a timely basis; and to maintain a cost efficient operation is
dependent upon the quality and utilization of the information generated by its
management information systems. The Company believes that its management
information system, coupled with planned enhancements, is sufficient to sustain
its present operations and its anticipated growth for the foreseeable future,
although no assurance can be given to that effect. The Company has adopted
procedures to protect its computer system and to provide for recovery in the
event of equipment failure. All system data is backed up to tape daily with
backup tapes stored off-site. Although the Company has not experienced a
significant failure in its computer system to date, there can be no assurance
that the Company will not experience such a failure in the future or that such
9
<PAGE> 11

failure would not have a material adverse effect on the Company. In addition,
there can be no assurance that the Company's competitors will not develop
software applications similar to the proprietary software developed by the
Company or that such development would not have a material adverse effect on the
Company. See "Business -- Management Information System."

The Company is in the process of modifying the software in its management
information system so that all of such software will be Year 2000 compliant.
There can be no assurance that the Company will timely complete such
modifications. Failure of the Company, its vendors or its customers to have in
place Year 2000 compliant systems could have a material adverse effect on the
Company. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Year 2000 Compliant Information Systems."

TECHNOLOGICAL CHANGE AND INVENTORY OBSOLESCENCE

Management expects that much of the future growth in the wireless
communications industry will be based upon the introduction of new technologies,
such as digital transmission, and new services, such as satellite-based systems,
Personal Communication Services ("PCS") and Enhanced Specialized Mobile Radio
("ESMR"). The scope and technical attributes of many of these new technologies
and services have not been completely determined, and conflicting technologies
may be developed. In addition, technological advances could reduce the need for
continual product purchases by industry customers. To the extent that the
implementation of new technologies and services is delayed, or that new
technologies and services or reductions in airtime charges for new or existing
technologies and services reduce the need for the products offered by the
Company, the Company could be adversely affected. The Company maintains a
significant investment in its product inventory and, therefore, is subject to
the risk of inventory obsolescence. In the past, technological change and
inventory obsolescence have not had a material impact on the Company. If,
however, a material amount of inventory is rendered obsolete, the Company could
be required to write-down the value of such inventory and take a charge against
earnings, which could have a material adverse effect on the Company. In
addition, if the Company is unable for any reason to take advantage of marketing
programs offered by vendors, it could be materially and adversely affected.

RELIANCE ON MANAGEMENT

The Company's success will depend to a significant extent upon the efforts
and abilities of certain key management personnel. The loss of the services of
the Company's key management personnel could have a material adverse effect on
the Company. The Company currently maintains $2 million of key-man life
insurance on Gary Weber, the Company's Vice President -- Marketing, for which it
is designated as the beneficiary. The Company's success and plans for future
growth will also be dependent on its ability to attract and retain qualified
employees in all areas of its business. See "Management."

DISTRIBUTION COSTS; RELIABILITY RISKS

Postage and shipping are significant expenses in the operation of the
Company's business. The Company ships its products to customers primarily by
United Parcel Service, as well as other overnight delivery and ground delivery
services, and mails its catalogs through the U.S. Postal Service. Any increases
in postal or shipping rates in the future could have a material adverse effect
on the Company. The cost of paper is also a significant expense of the Company
in printing its catalogs. Historically, paper prices have fluctuated from time
to time. Any future increases in the cost of paper could have a material adverse
effect on the Company.

In August 1997, United Parcel Service experienced a labor strike that
adversely affected the Company both in terms of the service the Company was able
to provide as well as in terms of increased costs. A longer strike in the future
would likely have an even more significant adverse effect on the Company.

STATE SALES AND USE TAX

Various states have sought to impose on direct marketers the burden of
collecting state use taxes on the sale of products shipped to those states'
residents. The United States Supreme Court has ruled that the various states,
absent Congressional legislation, may not impose tax collection obligations on
an out-of-state mail
10
<PAGE> 12

order company whose only contacts with the taxing state are the distribution of
catalogs and other advertisement materials through the mail and whose subsequent
delivery of purchased goods is by U.S. mail or interstate common carriers. From
time to time, legislation has been introduced in Congress which, if passed,
would impose state use tax collection obligations on out-of-state mail order
companies such as the Company. If such legislation were to be enacted, the
imposition of a tax collection obligation on the Company may result in
additional administrative expenses to the Company and price increases to the
customer that could adversely affect the Company. Currently, the Company does
not collect sales tax from customers in states in which the Company does not
maintain a sales office.

SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS

Upon completion of the Offering, the Company will have outstanding
10,002,515 shares of Common Stock. Of these shares, the 3,759,000 shares of
Common Stock sold in the Offering (4,322,850 shares if the Underwriters'
over-allotment option is exercised in full) will be freely transferable without
restriction under the Securities Act of 1933 (the "Securities Act"), by persons
other than "affiliates" of the Company within the meaning of Rule 144
promulgated under the Securities Act ("Rule 144"). The remaining 6,243,515
shares of Common Stock were issued in reliance on exemptions from the
registration requirements of the Securities Act, and those shares are
"restricted" securities under Rule 144. For purposes of Rule 144, approximately
1,367,471 shares held for more than two years will be eligible for sale
immediately following consummation of the Offering, based on current Securities
and Exchange Commission ("Commission") rules. Following the expiration or
release from the 180-day lock-up agreements with the representatives of the
Underwriters, approximately 4,799,238 additional shares of Common Stock will be
eligible for sale in accordance with the requirements of Rule 144, subject to
compliance with certain volume limitations.

The Company has granted registration rights to its existing shareholders.
After the Offering, such shareholders will each have the right to require the
Company, subject to certain limitations, to include shares held by them in one
of the first four registrations of Common Stock by the Company. All shareholders
holding registration rights have waived their rights to participate as selling
shareholders in the Offering, except the Selling Shareholders in this Offering.
See "Principal and Selling Shareholders."

Each of the Company, its officers and directors, and certain other
shareholders of the Company, including the Selling Shareholders, has agreed that
it will not (i) offer, pledge, sell, solicit an offer to buy, contract to sell,
grant any option, right or warrant to purchase, or otherwise transfer or dispose
of, directly or indirectly, or file with the Commission a registration statement
under the Securities Act relating to, any shares of Common Stock, or any
securities that are convertible into or exercisable or exchangeable for Common
Stock or (ii) enter into any swap or other arrangement that transfers all or a
portion of the economic consequences associated with ownership of any Common
Stock, for a period of 180 days after the date of this Prospectus without the
prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation
("DLJ"), except pursuant to certain limited exceptions. See "Shares Eligible for
Future Sale" and "Underwriting."

Future sales of substantial amounts of Common Stock, or the perception that
such sales could occur, may affect the market price of the Common Stock
prevailing from time to time.

NO PRIOR PUBLIC MARKET; OFFER PRICE; STOCK PRICE VOLATILITY

Prior to this Offering, there has been no public market for the Company's
Common Stock, and there can be no assurance that following this Offering an
active trading market will develop or be maintained. The initial public offering
price will be determined by negotiations between the Company and the
representatives of the Underwriters and may not be indicative of prices that
will prevail in the trading market following this Offering. For a description of
the factors considered in determining the initial public offering price, see
"Underwriting." After the Offering, the market price of the Common Stock may be
influenced by many factors including, among others, the operating results of the
Company, investors' perceptions of the Company and its prospects, and general
economic and market conditions. In addition, the stock market has historically
experienced volatility which has particularly affected the market prices of
securities of many technology-related companies and which sometimes has been
unrelated to the operating performances of such companies. Furthermore, any

11
<PAGE> 13

adverse changes in the market price of the common stock of other wireless
communication distribution or related companies or announcements of
technological developments may adversely affect the market price of the
Company's Common Stock, irrespective of whether there has been any deterioration
of the Company's business or financial results.

CONTROL BY EXISTING SHAREHOLDERS

Upon completion of this offering, the Company's officers and directors will
beneficially own approximately 48.7% of the outstanding Common Stock. As a
result, these shareholders, acting together, may be able to control the outcome
of certain actions requiring shareholder approval, such as election of
directors, amendments to the Company's charter and mergers or other changes in
control. See "Principal and Selling Shareholders."

ANTI-TAKEOVER PROVISIONS

The Texas Business Corporation Act and the Company's Articles of
Incorporation and Bylaws contain various provisions, including, without
limitation, certain provisions authorizing the Company to issue preferred stock
and dividing the Company's Board of Directors into three classes serving
staggered three-year terms, that may make it more difficult for a third party to
acquire, or may discourage acquisition bids for, the Company and could limit the
price that certain investors might be willing to pay in the future for shares of
the Company's Common Stock. The ownership after this Offering by the Company's
officers, directors and their affiliates of substantial shares of Common Stock
could also discourage such bids. In addition, the rights of the holders of
Common Stock will be subject to, and may be adversely affected by, the rights of
any holders of preferred stock that may be issued in the future and that may be
senior to the rights of the holders of Common Stock. The issuance of preferred
stock may have the effect of delaying, deterring or preventing a change in
control of the Company. See "Description of Capital Stock."

POSSIBLE HEALTH RISKS

Recently, lawsuits have been filed alleging a link between the non-thermal
electromagnetic field emitted by cellular telephones and two-way radios and the
development of cancer. To date, there have been relatively few medical studies
relating to the effects of non-thermal electromagnetic fields on health, and
there are not any widely accepted theories regarding how exposure to a
non-thermal electromagnetic field could threaten health. Future medical studies
may produce findings that could have a material adverse effect upon the wireless
communications industry and the Company.

GOVERNMENT REGULATION

From time to time, the Federal Communications Commission ("FCC") amends its
regulations governing the licensing or sale of the communication equipment
distributed by the Company, the frequencies that such equipment uses, and the
requirements for operating such equipment. The FCC has from time to time
submitted proposals relating to licensing, use and regulation of frequency bands
that could affect operation on certain of the frequency bands where equipment
marketed by the Company operates. It is uncertain what impact, if any, these or
future proposals may have on the Company's operations.

IMMEDIATE AND SUBSTANTIAL DILUTION

This Offering will result in an immediate and substantial dilution to
purchasers of the Common Stock offered hereby because the net tangible book
value per share of the Common Stock after this Offering will be substantially
less than the initial public offering price per share. See "Dilution."

NO EXPECTATION OF DIVIDENDS

For the foreseeable future, it is anticipated that any earnings will be
retained for operations and expansion of the Company's business and that cash
dividends will not be paid to holders of the Common Stock. See "Dividend
Policy."

12
<PAGE> 14

THE COMPANY

In December 1995, the Company (then named Page-Com, Inc.) consummated the
Merger with Bear Communications. Bear Communications was a leading independent
distributor of wireless communication products in the United States through the
field office channel and Page-Com was a leading independent distributor of
wireless communication products in the United States through catalog operations.
The Merger was accounted for as a pooling of interests. From August 1996 through
June 1998, the Company acquired the operations of 14 independent dealers of
wireless communication products, a majority of the assets of Motorola's Radio
Products Group rentals business and substantially all of the assets of Condor.
All such acquisitions were accounted for as purchases for financial reporting
purposes. The aggregate consideration paid for such acquisitions was $18.7
million in cash, notes payable in the amount of $300,000 and amounts to be paid
pursuant to certain earn-out arrangements.

On March 31, 1998, the Company completed the Condor Acquisition. Condor
reported revenues of $50.7 million during its fiscal year ended December 31,
1997. The Condor Acquisition was accounted for using the purchase method of
accounting. Based in Miami, Florida, Condor is a leading exporter of two-way
radio communication equipment and communication systems primarily to Latin
America, Eastern Europe, Africa and the Middle East. In addition to its Miami
office, Condor operates a distribution sales office in Prague, Czech Republic.
Condor owns a fifty percent interest in an entity that operates a distribution
sales office in Caracas, Venezuela. Condor exports primarily Motorola two-way
radio products. Virtually all of Condor's sales are denominated in U.S. dollars.
The Condor Acquisition provides the Company an operational platform from which
it can expand its international operations. The Company's strategy is to expand
its international operations by establishing additional sales offices within
licensed regions and offering additional products and services within those
regions. The Company paid cash consideration of $7.0 million at the closing of
the Condor Acquisition. In addition, the Company entered into an earn-out
arrangement pursuant to which the Company is obligated to pay Condor
Communications, for each of the twelve-month periods ending March 31, 1999 and
2000, an amount equal to fifty percent of the first $3.0 million of EBITDA
attributable to Condor Business Unit Operations (as defined in the agreement
governing the Condor Acquisition), provided that EBITDA for such twelve-month
period shall be $2.0 million or greater, and twenty-five percent of EBITDA in
excess of $3.0 million, without limitation.

The Company's principal executive offices are located at 11545 Pagemill
Road, Dallas, Texas 75243 and its telephone number is (214) 340-8876.

13
<PAGE> 15

USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of the shares
of Common Stock offered by the Company hereby (after deducting underwriting
discounts and commissions and estimated offering expenses) are estimated to be
approximately $42.8 million, assuming an initial public offering price of
$14.00. A portion of the net proceeds will be used to repay all of the Company's
borrowings under its $25 million revolving line of credit and its $5 million
term note (the "Senior Bank Facility") payable to Wells Fargo Bank (Texas),
National Association, an aggregate of approximately $27.4 million, consisting of
$23 million under the revolving line of credit and $4.4 million under the term
loan, at May 31, 1998. The Company is required to repay the amount of all
principal outstanding under the term note in equal monthly installments through
November 5, 2001. The Company may re-borrow funds under the revolving line of
credit from time to time. All outstanding amounts under the revolving line of
credit are due and payable on November 5, 1999. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources." The revolving line of credit and the term note each bear
interest at LIBOR plus 1.25% and 1.35%, respectively (6.90% and 7.00%,
respectively, at May 31, 1998) or the lender's prime rate (8.50% at May 31,
1998). At May 31, 1998, the Company had outstanding borrowings under the Senior
Bank Facility of $22.0 million bearing interest at LIBOR plus 1.25%, $4.2
million at LIBOR plus 1.35% and $1.2 million bearing interest at the prime rate.
During fiscal 1998, the Company incurred $15.9 million of indebtedness under the
Senior Bank Facility to fund its acquisition program and $1.9 million to fund
capital additions. All other borrowings under the Senior Bank Facility during
fiscal 1998 were incurred for working capital. The balance of the net proceeds
will be used for general corporate purposes, including working capital, and
would be available to finance, among other things, potential strategic
acquisitions and upgrades to the Company's management information systems. The
Company is currently evaluating certain strategic acquisitions; however, the
Company has no binding commitment to acquire any business or other material
assets. Pending such uses, the net proceeds of the Offering will be invested in
short-term, interest-bearing securities. Other than as a result of the
anticipated repayment to the Company of a promissory note from a Selling
Shareholder with the proceeds from shares of Common Stock to be sold by him in
the Offering, the Company will not receive any proceeds from the sale of shares
by the Selling Shareholders. See "Management -- Compensation Committee
Interlocks and Insider Participation."

DIVIDEND POLICY

The Company has not paid dividends on its Common Stock during the last two
fiscal years. The Company expects that in the foreseeable future it will retain
all available earnings, if any, for the development and growth of its businesses
and does not anticipate paying any cash dividends on the Common Stock. The
Senior Bank Facility prohibits paying dividends while any amounts are
outstanding thereunder. Subject to this restriction, the payment of cash
dividends in the future will be at the discretion of the Board of Directors and
will depend upon such factors as the Company's future earnings, capital
requirements, financial condition and business prospects and other factors the
Board of Directors deems relevant.

14
<PAGE> 16

DILUTION

At April 30, 1998, the net tangible book value of the Company was
approximately $3.2 million or $0.48 per share of Common Stock. Net tangible book
value per share is determined by dividing the tangible net worth of the Company
(total tangible assets less total liabilities) by the number of shares of Common
Stock outstanding. After giving effect to the sale by the Company of the shares
of Common Stock offered hereby at an assumed initial public offering price of
$14.00 per share and the deduction of the estimated underwriting discounts and
commissions and Offering expenses payable by the Company in connection
therewith, but without taking into account any other changes in such net
tangible book value, the net tangible book value of the Company at April 30,
1998 would have been approximately $46.0 million or $4.60 per share. This
represents an immediate increase in net tangible book value of $4.12 per share
to existing shareholders and an immediate dilution in net tangible book value of
$9.40 per share to purchasers of shares in this Offering. The following table
illustrates this dilution:

<TABLE>
<S> <C> <C>
Initial public offering price per share..................... $14.00
Net tangible book value per share before this Offering.... $0.48
Increase per share attributable to new shareholders....... 4.12
-----
Pro forma net tangible book value per share after this
Offering.................................................. 4.60
------
Dilution per share to new shareholders...................... $ 9.40
======
</TABLE>

The following table sets forth the difference between the existing
shareholders and the purchasers of shares in this Offering with respect to the
number of shares purchased from the Company, the total cash consideration paid
to the Company for such shares and the average price per share paid.

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
--------------------- --------------------- PRICE PER
NUMBER PERCENT AMOUNT PERCENT SHARE
<S> <C> <C> <C> <C> <C>
Existing shareholders(1)............... 6,669,515 66.7% $ 3,823,666 7.6% $ 0.57
New investors.......................... 3,333,000 33.3% 46,662,000 92.4% 14.00
----------- ------ ----------- ------
Total........................ 10,002,515 100.0% $50,485,666 100.0%
=========== ====== =========== ======
</TABLE>

- ------------------------------

(1) Sales by the Selling Shareholders in connection with this Offering will
reduce the number of shares held by existing shareholders of the Company to
6,166,709, or 61.7% of the total number of shares outstanding after this
Offering, and will increase the number of shares held by new investors to
3,759,000 shares, or 37.6% of the total number of shares outstanding after
this Offering. See "Principal and Selling Shareholders."

The computations in the table set forth above assume no exercise of
outstanding stock options. On the date of this Prospectus, there were
outstanding options to purchase 406,000 shares of Common Stock at the Offering
price.

15
<PAGE> 17

CAPITALIZATION

The following table sets forth the cash position and the capitalization of
the Company as of April 30, 1998, and as adjusted to give effect to the Offering
(assuming an initial public offering price of $14.00 per share) and the
application of the net proceeds therefrom, including the repayment of certain
notes payable to the Company, as if those transactions had occurred on April 30,
1998. See "Use of Proceeds" and "Management -- Compensation Committee Interlocks
and Insider Participation." This table should be read in conjunction with the
historical and pro forma financial statements of the Company and related notes
thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
APRIL 30, 1998
---------------------
ACTUAL AS ADJUSTED
(IN THOUSANDS)
<S> <C> <C>
Cash........................................................ $ 350 $18,499
======= =======
Long-term debt(1):
Borrowings under Senior Bank Facility..................... 26,333 --
Capital lease obligations................................. 198 198
Other..................................................... 257 257
------- -------
Total long-term debt.............................. 26,788 455
------- -------
Shareholders' equity:
Preferred Stock, $0.01 par value; 1,000,000 shares
authorized and no shares issued and outstanding........ -- --
Common Stock, $0.01 par value; 50,000,000 shares
authorized, 6,669,515 shares issued and outstanding;
10,002,515 shares issued and outstanding as
adjusted(2)............................................ 67 100
Additional paid-in capital................................ 3,757 46,520
Cumulative translation adjustment......................... (19) (19)
Note receivable from shareholder(3)....................... (933) --
Retained earnings......................................... 10,510 10,510
------- -------
Total shareholders' equity........................ 13,382 57,111
------- -------
Total capitalization.............................. $40,170 $57,566
======= =======
</TABLE>

- ---------------

(1) Includes current maturities of long-term debt.

(2) Excludes 406,000 shares of Common Stock issuable upon the exercise of
outstanding options, an additional 694,000 shares of Common Stock reserved
for future issuance under the Company's 1998 Stock Option Plan, and 500,000
shares of Common Stock reserved for future issuance under the Company's 1998
Employee Stock Purchase Plan.

(3) See "Management -- Compensation Committee Interlocks and Insider
Participation."

16
<PAGE> 18

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

The unaudited pro forma condensed consolidated statement of income is
included in order to illustrate the effect on the Company's statement of income
of the transactions described below.

The unaudited pro forma condensed consolidated statement of income for the
year ended April 30, 1998 gives effect to (i) the Condor Acquisition and Other
Acquisitions and (ii) the Offering and the application of the net proceeds
therefrom (and repayment of shareholder notes) as if these transactions had
occurred on May 1, 1997. As used herein, "Other Acquisitions" reflects the
acquisitions of three acquired businesses. The remaining eight acquisitions
completed since May 1, 1997 are not included because the acquisitions occurred
at or near the beginning of the year ended April 30, 1998 or are not material.
The unaudited pro forma condensed consolidated statement of income for the year
ended April 30, 1998 includes the results of Condor for the twelve-month period
ended March 31, 1998.

The unaudited pro forma adjustments are based upon available information
and certain assumptions that the Company believes are reasonable, and in the
opinion of management, include all adjustments necessary to present fairly the
pro forma financial information. The unaudited pro forma condensed consolidated
statement of income and accompanying notes should be read in conjunction with
the historical consolidated financial statements of the Company and Condor, and
other financial information pertaining to the Company, including the information
set forth under the captions "The Company," "Capitalization" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere herein. The unaudited pro forma condensed consolidated
statement of income is not indicative of either future results of operations or
the results that might have occurred if the foregoing transactions had been
consummated on the indicated dates.

17
<PAGE> 19

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

YEAR ENDED APRIL 30, 1998

(IN THOUSANDS EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
HISTORICAL
-------------------------------------------
BEARCOM CONDOR OTHER PRO FORMA ADJUSTMENTS PRO FORMA
(1) ACQUISITION(2) ACQUISITIONS(3) ADJUSTMENTS PRO FORMA FOR OFFERING AS ADJUSTED
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues.................... $96,524 $48,176 $4,383 $ $149,083 $ $149,083
Cost of revenues............ 64,739 41,851 2,674 109,264 109,264
------- ------- ------ ------- -------- ------- --------
Gross profit................ 31,785 6,325 1,709 -- 39,819 -- 39,819
Operating expenses.......... 26,685 3,514 1,156 118(a) 31,623 31,623
150(b)
------- ------- ------ ------- -------- ------- --------
Operating income............ 5,100 2,811 553 (268) 8,196 -- 8,196
Interest expense............ 1,191 3 134 623(c) 1,951 (1,841)(f) 110
Other, net.................. (137) (18) -- (155) 97(g) (58)
------- ------- ------ ------- -------- ------- --------
Income before income
taxes..................... $ 4,046 $ 2,826 419 (891) 6,400 1,744 8,144
Income taxes................ 1,536 -- (11) (347)(d) 2,455 680(d) 3,135
1,277(e)
------- ------- ------ ------- -------- ------- --------
Net income.................. $ 2,510 $ 2,826 $ 430 $(1,821) $ 3,945 $ 1,064 $ 5,009
======= ======= ====== ======= ======== ======= ========
Net income per share:
Basic..................... $ .38 $ .59 $ .50
Diluted................... $ .38 $ .59 $ .50
</TABLE>

- ------------------------------

(1) Represents the historical operating results of the Company for the year
ended April 30, 1998.

(2) Represents the historical operating results of Condor for the year ended
March 31, 1998, less the one month activity included in the BearCom
historical operating results.

(3) Represents the historical operating results of three businesses acquired for
the period from May 1, 1997 through the respective dates of acquisition.

NOTES TO UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED STATEMENT OF INCOME

(a) To record additional amortization expense related to additional goodwill of
$5,353,000 resulting from acquisitions made in fiscal 1998.

(b) To record operating expenses related to additional salary expense of
Condor's president pursuant to an employment contract entered into at the
closing of the Condor Acquisition. The employment contract requires an
annual salary of $150,000. Prior to the Condor Acquisition, the president
did not receive a salary.

(c) To record interest expense on additional borrowings of $11,417,000 used to
fund acquisitions made in fiscal 1998, as if these borrowings were
outstanding the entire year, at a weighted average interest rate of 7%.

(d) To record income tax expense on the income before income tax effect of the
pro forma adjustments of ($891,000) and adjustments for Offering of
$1,744,000 calculated using a combined federal and state statutory rate of
39%.

(e) To record income tax expense on the income before income taxes of Condor of
$2,826,000 and the Other Acquisitions of $419,000 calculated using a
combined federal and state statutory rate of 39%.

(f) To record a decrease in interest expense resulting from repayment of all
borrowings outstanding, except for amounts related to capital leases and
vehicle loans, using proceeds from sale of shares of Common Stock in the
Offering. The reduction in interest expense assumes repayments of
borrowings totaling $26,333,000 at a weighted average interest rate of 7%.

(g) To record a decrease in interest income resulting from repayment of all
shareholder notes outstanding using proceeds from sale of shares of Common
Stock in the Offering. The reduction in interest income assumes repayments
of notes in an aggregate amount of approximately $1,386,000 at a weighted
average interest rate of 7%.

18
<PAGE> 20

SELECTED FINANCIAL DATA

The following table sets forth selected financial data for the Company as
of the dates and for the periods indicated. The statement of income and balance
sheet data for each of the five years ended April 30, 1998 are derived from the
audited financial statements of the Company. The information below should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Consolidated Financial Statements
and notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
FISCAL YEARS ENDED APRIL 30,
---------------------------------------------------
1994 1995 1996 1997 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues.................................................. $49,285 $56,554 $63,278 $69,642 $96,524
Cost of revenues.......................................... 35,648 39,371 42,984 46,275 64,739
------- ------- ------- ------- -------
Gross profit.............................................. 13,637 17,183 20,294 23,367 31,785
Operating expenses........................................ 12,498 13,623 16,697 19,758 26,685
------- ------- ------- ------- -------
Operating income.......................................... 1,139 3,560 3,597 3,609 5,100
Interest expense.......................................... 386 519 544 595 1,191
Other net................................................. (1) 302 33 (73) (137)
------- ------- ------- ------- -------
Income before income taxes................................ 754 2,739 3,020 3,087 4,046
Income taxes.............................................. 320 1,726 1,173 1,185 1,536
------- ------- ------- ------- -------
Net income................................................ $ 434 $ 1,013 $ 1,847 $ 1,902 $ 2,510
======= ======= ======= ======= =======
Net income per share...................................... $ .07 $ .17 $ .30 $ .29 $ .38
======= ======= ======= ======= =======
Pro forma net income(1)................................... $ 515 $ 1,679
======= =======
Pro forma net income per share(1)......................... $ .09 $ .28
======= =======
BALANCE SHEET DATA (AT PERIOD END):
Working capital........................................... $ 2,088 $ 3,069 $ 4,326 $13,225 $19,852
Total assets.............................................. 18,840 19,726 20,047 26,445 53,648
Total long-term debt, including current maturities........ 7,801 7,042 5,888 9,687 26,788
Shareholders' equity...................................... 6,552 7,565 9,005 10,888 13,382
OTHER DATA:
Number of sales offices at period end..................... 16 20 22 25 37
EBITDA(2)................................................. 1,846 4,417 4,734 5,326 7,380
Capital expenditures(3)................................... 1,919 1,054 1,429 2,127 1,869
</TABLE>

- ------------------------------

(1) For periods prior to January 1, 1995, Bear Communications was subject to
taxation under Subchapter S of the Internal Revenue Code of 1986, as amended
(the "Code"), for federal income tax purposes. Accordingly, no provision was
made for federal income taxes as the liability for such taxes was the
responsibility of the shareholders of Bear Communications. Pro forma net
income and pro forma net income per share are determined after computing
federal income taxes as if Bear Communications had been directly responsible
for federal income taxes for the periods presented. Pro forma net income was
greater than net income for the year ended April 30, 1994 as a result of a
pro forma tax benefit of $86,000 related to losses incurred by Bear
Communications. Pro forma net income was greater than net income for the
year ended April 30, 1995 due to the effect of a $666,000 charge related to
the change in tax status of Bear Communications.

(2) "EBITDA" is calculated herein as income before income taxes, plus
depreciation, amortization and interest expense. The Company believes that
EBITDA is a measure commonly used in the wireless communication industry by
financial analysts, investors and other interested parties for measuring and
comparing financial information such as liquidity, operating performance and
leverage. EBITDA is not a measure of cash flow, operating results or
liquidity, as determined in accordance with generally accepted accounting
principles, and differs from net cash provided by operating activities as
determined under generally accepted accounting principles in that it
excludes significant components useful in understanding and assessing the
Company's financial performance. EBITDA should not be considered in
isolation or as an alternative to, or more meaningful than, net income or
cash flows provided by operations. EBITDA amounts shown for the Company may
not be comparable to similarly titled measures reported for other companies
as such calculations may not be made on the same basis.

(3) Excludes payments for business acquisitions.

19
<PAGE> 21

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following provides an analysis of the Company's financial condition and
results of operations, and should be read in conjunction with "Selected
Financial Data" and the Consolidated Financial Statements and the notes thereto
included elsewhere in this Prospectus. Except for the historical information
contained herein, the discussion in this Prospectus contains forward-looking
statements that involve risks and uncertainties. The Company's actual
performance or results could differ materially from those discussed herein.
Factors that could contribute to such differences include those discussed below
and in the section entitled "Risk Factors," as well as those discussed elsewhere
in this Prospectus.

OVERVIEW

The Company is principally engaged in the business of selling, renting and
servicing site-based two-way communication equipment and accessories. In
December 1995, the Company (then named Page-Com, Inc.) consummated the Merger
with Bear Communications. Prior to the Merger, the Company believes that Bear
Communications was the largest independent distributor of two-way radios in the
United States through the field office channel and Page-Com was the largest
independent distributor of two-way radios in the United States through the
catalog marketing channel. As a result of the Merger, which was accounted for as
a pooling of interests, the Company's Consolidated Financial Statements have
been restated to include the accounts and operations of Page-Com and Bear
Communications for all periods presented. From August 1996 through April 1998,
the Company acquired the operations of 12 independent dealers of wireless
communication products and a majority of the assets of Motorola's Radio Products
Group rentals business. On March 31, 1998, the Company consummated the Condor
Acquisition. All such acquisitions were accounted for as purchases for financial
reporting purposes. Accordingly, the results of operations of such acquired
businesses are included in the Company's results of operations from the dates of
acquisition.

The Company's acquisitions have enabled it to enter new domestic and
international markets and increase penetration of existing markets. Acquisitions
generally have been financed through the use of the Senior Bank Facility. Of the
approximately $27.4 million of outstanding borrowings under the Senior Bank
Facility as of May 31, 1998, the Company borrowed approximately $18.7 million to
make acquisitions. During the initial integration phase following an
acquisition, the Company typically has incurred integration-related operating
expenses for training personnel, for the conversion of information systems and
other transition-related costs. Depending on the size and location of an
acquired business, integration costs have been incurred primarily during the
first six months following an acquisition.

The Company's revenues are derived from sales to end-users in a wide
variety of industries, other wireless communication dealers and rental
customers. For the fiscal years ended April 30, 1997 and 1998, revenues derived
from sales to other wholesale wireless communication dealers accounted for
approximately 10% of the Company's revenues. However, as a result of the Condor
Acquisition, the Company expects that revenues from sales to other wholesale
wireless communication dealers will account for a significantly higher
percentage of the Company's revenues for periods subsequent to such acquisition.
Additionally, for the last two fiscal years, no single customer accounted for
more than 5% of the Company's revenues.

From May 1, 1996 through April 30, 1998, 81% of the Company's revenues was
derived from the sale of equipment, while 12% was attributable to rental
revenues, 5% to repair revenues and 2% to other revenues. Other revenues
includes revenues from sales of paging services and Nextel activation fees.
Gross profit margins related to rental and repair revenues historically have
been significantly higher than that of revenues derived from the sale of
equipment and accessories.

20
<PAGE> 22

RESULTS OF OPERATIONS

The following table sets forth the statement of income data of the Company
expressed in dollars and as a percentage of revenues for the periods indicated.

<TABLE>
<CAPTION>
YEAR ENDED APRIL 30,
---------------------------------------------------
1996 1997 1998
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Equipment................................................. $54,131 85.5% $57,864 83.1% 76,052 78.8%
Rental.................................................... 6,375 10.1 8,511 12.2 11,260 11.7
Repair.................................................... 2,072 3.3 2,474 3.6 6,344 6.5
Other..................................................... 700 1.1 793 1.1 2,868 3.0
------- ----- ------- ----- ------- -----
Total revenues...................................... 63,278 100.0 69,642 100.0 96,524 100.0
Cost of revenues............................................ 42,984 67.9 46,275 66.4 64,739 67.1
------- ----- ------- ----- ------- -----
Gross profit................................................ 20,294 32.1 23,367 33.6 31,785 32.9
Operating expenses.......................................... 16,697 26.4 19,758 28.4 26,685 27.6
------- ----- ------- ----- ------- -----
Operating income............................................ 3,597 5.7 3,609 5.2 5,100 5.3
Interest expense............................................ 544 0.8 595 0.9 1,191 1.2
Other, net.................................................. 33 0.1 (73) (0.1) (137) (0.1)
------- ----- ------- ----- ------- -----
Income before income taxes.................................. 3,020 4.8 3,087 4.4 4,046 4.2
Income taxes................................................ 1,173 1.9 1,185 1.7 1,536 1.6
------- ----- ------- ----- ------- -----
Net income.................................................. 1,847 2.9 1,902 2.7 2,510 2.6
======= ===== ======= ===== ======= =====
</TABLE>

YEAR ENDED APRIL 30, 1998 COMPARED TO YEAR ENDED APRIL 30, 1997

Revenues. Revenues increased $26.9 million, or 38.6%, to $96.5 million for
the year ended April 30, 1998 compared to $69.6 million for the year ended April
30, 1997. Of the overall revenue increase, approximately $16.3 million was
related to revenues included from ten businesses acquired during fiscal 1998,
including Condor revenues of approximately $4.8 million. The remaining $10.6
million increase related to internal revenue growth from the Company's sales
offices existing as of April 30, 1997 and catalog operations. Overall, revenues
were not impacted by any significant price changes. Increases by revenue
components were as follows: equipment revenues increased $18.2 million, or
31.4%; rental revenues increased $2.7 million, or 32.3%; repair revenues
increased $3.9 million; and other revenues increased $2.1 million. Excluding
approximately $800,000 of rental revenue generated from the 1996 Summer Olympic
Games, rental revenues increased $3.5 million, or 46.0%, during the year ended
April 30, 1998. This increase was primarily related to the Company's acquisition
of a majority of the assets of Motorola's Radio Products Group rentals business
in June 1997 as well as rental revenues attributable to other acquired
businesses. Of the $3.9 million increase in repair revenues, approximately $2.2
million is attributable to acquired businesses with the remaining $1.7 million
increase attributable to existing repair services. Additionally, the increase in
other revenues is attributable to increased activation income earned from the
sale of Nextel equipment.

Gross profit. Gross profit increased $8.4 million, or 36.0%, to $31.8
million for the year ended April 30, 1998 compared to $23.4 million for the year
ended April 30, 1997. Of the overall gross profit increase, $4.1 million was
attributable to businesses acquired during fiscal 1998. Gross profit margin
decreased from 33.6% for the year ended April 30, 1997 to 32.9% for the year
ended April 30, 1998, primarily as a result of a decrease in gross profit
margins related to revenues derived from equipment sales, primarily due to the
elimination during 1997 of a special rebate program from a manufacturer as well
as lower gross margins from Condor from the date of acquisition. The decrease in
gross profit margin was partially offset by a higher percentage of revenues
being derived from repair and other revenues and increases in other income.

Operating expenses. Operating expenses increased by $6.9 million, or 35.1%,
to $26.7 million for the year ended April 30, 1998 compared to $19.8 million for
the year ended April 30, 1997. As a percentage of revenues, operating expenses
were 27.6% and 28.4% for the year ended April 30, 1998 and 1997, respectively.
Of the increase in operating expenses, approximately $3.4 million was
attributable to businesses acquired during fiscal 1998. Other increases related
to administrative costs to facilitate the Company's growth, as well

21
<PAGE> 23

as printing and postage costs associated with an increase in the number of
catalogs mailed during the year ended April 30, 1998 compared to the same period
in 1997.

Interest expense. For the year ended April 30, 1998, interest expense
increased $596,000 to $1,191,000, from $595,000 for the year ended April 30,
1997. The increase was primarily attributable to increased borrowings to finance
the Company's acquisition activity during the year. The increase was offset in
part by lower interest rates as a result of the Company amending its revolving
credit facility at November 1, 1996.

Other, net. For the year ended April 30, 1998, other, net remained
relatively constant compared to the year ended April 30, 1997.

Income tax expense. The effective income tax rate for the year ended April
30, 1998 was 38.0%, compared to 38.4% for the year ended April 30, 1997. The
Company's effective income tax rate differs from the statutory rate primarily as
a result of provisions made for state income taxes.

YEAR ENDED APRIL 30, 1997 COMPARED TO YEAR ENDED APRIL 30, 1996

Revenues. Revenues increased $6.3 million, or 10.0%, to $69.6 million for
the year ended April 30, 1997 compared to $63.3 million for the year ended April
30, 1996. Of the overall revenue increase, approximately $2.6 million was
related to revenues included from three businesses acquired subsequent to April
30, 1996. The remaining $3.7 million increase related to internal revenue growth
from the Company's existing sales offices and catalog operations. Overall,
revenues were not impacted by any significant price changes. Increases by
revenue components were as follows: equipment revenues increased $3.7 million,
or 6.9%; rental revenues increased $2.1 million, or 33.5%; repair revenues
increased $402,000, or 19.4%; and other revenues increased $93,000, or 13.3%.
During September 1995, the Company discontinued selling to a customer that
accounted for approximately $2.1 million of its equipment revenues for the year
ended April 30, 1996. That customer was a chain of discount warehouse clubs that
ceased selling two-way radios and instead allowed a third party to sell two-way
radios in kiosks located in those warehouse clubs. Excluding this revenue,
overall revenues and equipment revenues for the year ended April 30, 1997 would
have increased 13.9% and 11.3%, respectively. Additionally, excluding
approximately $0.8 million of rental revenues generated from the 1996 Summer
Olympic Games, rental revenues increased $1.3 million, or 21.0%, during the year
ended April 30, 1997 compared to the year ended April 30, 1996.

Gross profit. Gross profit increased by $3.1 million, or 15.1%, to $23.4
million for the year ended April 30, 1997 compared to $20.3 million for the year
ended April 30, 1996. Of the overall gross profit increase, $1.1 million was
attributable to the three businesses acquired subsequent to April 30, 1996.
Gross profit margin increased from 32.1% for the year ended April 30, 1996 to
33.6% for the year ended April 30, 1997, primarily as a result of the loss of
sales to a significant customer, which sales resulted in below-average gross
profit margins. Additionally, overall gross profit margins increased primarily
as a result of a higher percentage of revenues being derived from rental and
repair revenues, which have historically provided the Company significantly
higher gross profit margins.

Operating expenses. Operating expenses increased by $3.1 million, or 18.3%,
to $19.8 million for the year ended April 30, 1997 compared to $16.7 million for
the year ended April 30, 1996. As a percentage of revenues, operating expenses
were 28.4% and 26.4% for the years ended April 30, 1997 and 1996, respectively.
Of the increase in operating expenses, approximately $0.9 million was
attributable to acquired businesses. Additionally, operating expenses increased
as a result of increased administrative costs for a full year associated with
the Merger in December 1995 and an increase in freight costs resulting from a
change in the Company's freight program, which increase was not passed on to its
customers.

Interest expense. For the year ended April 30, 1997, interest expense
increased $51,000 to $595,000 from $544,000 for the year ended April 30, 1996.
The net increase was primarily attributable to increased borrowings to finance
the Company's acquisitions during the year, which increase was partially offset
by lower interest rates as a result of the Company amending its revolving credit
facility on November 1, 1996.

Other, net. Other income for the year ended April 30, 1997 was $73,000
compared to other expense of $33,000 for the year ended April 30, 1996. For the
year ended April 30, 1997, other income was primarily
22
<PAGE> 24

related to interest income from notes receivable from an officer of the Company.
For the year ended April 30, 1996, other expense is primary attributable to
legal and professional fees that were incurred in connection with the Merger.

Income tax expense. The effective income tax rate for the year ended April
30, 1997 was 38.4%, compared to 38.8% for the year ended April 30, 1996. The
Company's effective income tax rate differs from the statutory rate primarily as
a result of provisions made for state income taxes.

QUARTERLY RESULTS OF OPERATIONS

The following table presents selected unaudited quarterly results of
operations for the periods indicated. The information has been prepared by the
Company on a basis consistent with the Company's audited financial statements
and includes all adjustments that management considers necessary for fair
presentation of the information for the periods presented. Results of operations
for any fiscal quarter are not necessarily indicative of results for any future
period.

<TABLE>
<CAPTION>
QUARTERS ENDED
---------------------------------------------------
JULY 31, OCTOBER 31, JANUARY 31, APRIL 30,
1996 1996 1997 1997
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Revenues......................................... $15,679 $19,063 $16,612 $18,288
Gross profit..................................... 5,080 6,513 5,467 6,307
Operating income................................. 855 1,689 431 634
Net income....................................... 461 963 177 301
</TABLE>

<TABLE>
<CAPTION>
QUARTERS ENDED
---------------------------------------------------
JULY 31, OCTOBER 31, JANUARY 31, APRIL 30,
1997 1997 1998 1998
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Revenues......................................... $20,557 $24,816 $21,691 $29,460
Gross profit..................................... 7,108 8,414 7,133 9,130
Operating income................................. 1,106 2,009 710 1,275
Net income....................................... 583 1,115 260 552
</TABLE>

The Company's business is subject to seasonal influences and accordingly,
its revenues and operating results are typically lower during the fiscal quarter
ending January 31 due to lower levels of business activity during the winter
months. The Company's revenues and operating results may be subject to further
fluctuation in future periods. Significant quarterly fluctuations in the
Company's revenue and operating results may be caused by, among other factors,
the timing of significant rental activity, seasonality in the ordering patterns
of users of the Company's products, the timing of new enhancements or product
offerings made available by suppliers, economic conditions in the geographical
areas in which the Company operates and acquisitions and related assimilation
costs. See "Risk Factors -- Fluctuations in Quarterly Operating Results."

CONDOR

On March 31, 1998, the Company acquired substantially all of the assets of
Condor, a leading exporter of two-way communication equipment and communication
systems to dealers primarily in Latin America and Eastern Europe. The
acquisition was accounted for using the purchase method of accounting. Condor is
based in Miami, Florida and has distribution offices in Caracas, Venezuela and
Prague, Czech Republic.

Condor reported revenues of $50.7 million during the twelve months ended
December 31, 1997, an increase of 11.4% from revenues of $45.5 million in 1996.
This increase was due to increased shipments of two-way equipment to dealers.
Condor's gross profit decreased to $5.7 million in 1997 from $7.1 million in
1996. Condor's gross margin decreased to 11.3% in 1997 from 15.7% in 1996.
Condor's decreased gross profit and gross margin in 1997 was primarily due to a
reduction in selling prices to attract new customers in Latin America and a
reduction of sales in Eastern Europe. Condor's selling, general and
administrative expenses increased to $4.7 million in 1997 from $4.4 million in
1996, primarily due to increased bad debt expense for

23
<PAGE> 25

1997 compared to 1996. As a percentage of revenue, Condor's selling, general and
administrative expenses decreased to 9.2% in 1997 from 9.7% in 1996. Condor's
operating income decreased to $1.0 million, or 2.0% of revenue in 1997 from $2.7
million or 6.0% of revenue in 1996.

The Company's historical financial information included in this Prospectus
does not include the operations of Condor in any periods presented. As a result
of the Condor Acquisition, the Company expects that its consolidated gross
profit margin will decline in future periods due to the inclusion of Condor's
export operations, which have had significantly lower gross profit margins than
the Company's domestic operations. Although Condor's operating expenses as a
percentage of revenues historically have been lower than that of BearCom, Condor
historically has experienced operating income margins similar to or less than
BearCom due to the significant difference in gross profit margins. Condor's
business is subject to seasonal influences and, accordingly, its quarterly
revenues and operating results may be materially affected by the timing of large
system sales, seasonal buying patterns of dealers, the timing of new
enhancements or product offerings made available by suppliers and economic
conditions in the geographical areas in which it operates. See "Risk
Factors -- Limited Experience with International Operations; Risks of Conducting
International Operations."

LIQUIDITY AND CAPITAL RESOURCES

During fiscal 1996 and 1998, the Company generated cash flow from operating
activities of $3.1 million and $1.7 million, respectively. During fiscal 1997,
the Company used $152,000 of cash in its operating activities. Historically,
cash flows provided by operating activities have been used to fund the Company's
working capital requirements, primarily its growth in accounts receivable and
inventories. For fiscal 1996, 1997 and 1998, accounts receivable increased $1.2
million, $1.7 million and $5.7 million, respectively. Additionally, during
fiscal 1997 and 1998, inventories increased $1.5 million and $2.0 million,
respectively. The increase in accounts receivable and inventories was primarily
a result of the Company's growth through acquisitions.

Capital expenditures for property and equipment totaled approximately $1.4
million, $2.1 million and $1.9 million for the years ended April 30, 1996, 1997
and 1998, respectively. Significant capital expenditures in each period were
made primarily to purchase equipment to update the Company's rental radio fleet.
Since August 1996, the Company has acquired the operations of 14 independent
dealers of wireless communication products, and a majority of the assets of
Motorola's Radio Products Group rentals business and Condor for aggregate
consideration of $18.7 million in cash, notes payable in the amount of $300,000
and amounts to be paid pursuant to certain earn-out arrangements. As part of the
Condor Acquisition, the Company entered into an earn-out arrangement pursuant to
which the Company is obligated to pay Condor Communications, for each of the
twelve-month periods ending March 31, 1999 and 2000, an amount equal to fifty
percent of the first $3.0 million of EBITDA attributable to Condor Business Unit
Operations (as defined in the agreement governing the Condor Acquisition),
provided that EBITDA for such twelve-month period shall be $2.0 million or
greater, and twenty-five percent of EBITDA in excess of $3.0 million, without
limitation. The Company cannot estimate the amount that might be paid pursuant
to this earn-out arrangement. Payments pursuant to this arrangement are payable
within 45 days following the end of each such twelve-month period.

In addition to cash flows from operations, the Company's principal source
of liquidity is borrowings under the Senior Bank Facility. The Senior Bank
Facility is comprised of (i) a $25.0 million revolving line of credit maturing
November 5, 1999 that may be used for working capital, general corporate
purposes and strategic acquisitions and (ii) a $5.0 million term loan requiring
monthly payments of $104,167 plus accrued interest through November 5, 2001. At
the Company's option (subject to certain terms and conditions), borrowings under
the Senior Bank Facility bear interest at either an adjusted LIBOR rate plus a
margin (1.25% in the case of the revolving line of credit and 1.35% in the case
of the term loan) or at the lender's prime commercial rate. Borrowings under the
Senior Bank Facility are secured by substantially all of the assets of the
Company. Additionally, the Company is entitled to prepay amounts from time to
time, in whole or part, without notice or penalty.

The maximum amount of borrowings under the revolving line of credit is the
lesser of $25 million or a multiple of "free cash flow" of the Company, as
defined under the Senior Bank Facility. As of May 31, 1998, the Company had
approximately $23.0 million of borrowings outstanding under the revolving line
of credit and approximately $2.0 million available for further advances
thereunder. The Senior Bank Facility requires, among other things, that the
Company maintain working capital of $12.0 million and not less than $1,000 of
quarterly net income.

As of April 30, 1998, the Company had working capital of approximately
$19.9 million and a current ratio of 2.4:1, compared to working capital of
approximately $13.2 million and a current ratio of 3.3:1 as of April 30, 1997.
The Company's trade accounts receivable balances at April 30, 1997 and 1998 were
$8.8 million and

24
<PAGE> 26

$18.2 million, respectively. The increase in accounts receivable is primarily
related to the Company's increase in revenues resulting from acquisitions and
internal growth. The average days sales outstanding for accounts receivable was
approximately 42 days at April 30, 1997 and approximately 47 days at April 30,
1998. The increase in average days sales outstanding was primarily attributable
to a significant increase in repair revenue during the last half of fiscal 1998
compared to the same period in fiscal 1997. Revenues associated with repair work
historically have had a longer collection cycle than equipment or rental
revenues.

The Company is offered discounts from several of its principal suppliers
for certain inventory purchases, with discounts ranging from 2% to 4% if the
Company pays within fifteen days. The Company historically has taken advantage
of these discounts. For the years ended April 30, 1996, 1997 and 1998, discounts
totaling $0.9 million, $1.7 million and $1.4 million, respectively, were taken
by the Company. Additionally, the Company's principal supplier offers a
cooperative advertising program pursuant to which the Company is permitted to
claim reimbursements for certain expenses of up to 3% of certain inventory
purchased. Reimbursements are contingent upon the Company supporting specific
advertising expenses incurred in accordance with policies and procedures
established by the supplier. For the years ended April 30, 1996, 1997 and 1998,
the Company offset operating expenses by $447,000, $608,000 and $684,000,
respectively, relating to this reimbursement program. Although there can be no
assurance that such programs will be continued, they have been common in the
Company's industry for many years and have routinely been offered by several of
its principal suppliers. If, however, these programs were changed or terminated,
the Company's liquidity requirements could increase materially and results of
operations could be adversely affected.

The Company believes its cash flow from operations, the net proceeds of the
offering made hereby and utilization of available amounts under the Senior Bank
Facility will be adequate to provide for its working capital needs, future
expansion, including opening new sales offices or acquiring additional wireless
communication businesses, and planned capital expenditures in the next fiscal
year.

YEAR 2000 COMPLIANT INFORMATION SYSTEMS

The Company uses software and related technologies throughout its business
that will be affected by the Year 2000 problem, which is common to most
businesses, and concerns the inability of information systems, primarily
computer software programs, to properly recognize and process date sensitive
information as the year 2000 approaches. The Company is in the process of
modifying the software in its management information system so that all of such
software will be Year 2000 compliant. The Company believes that it will be able
to modify all such software in time to minimize any detrimental effects on
operations and expects to complete all such modifications by June 1999. There
can be no assurance that the Company will timely complete such modifications.
While it is not possible, at this time, to give an accurate estimate of the cost
of this work, the Company expects that such costs will not be material to the
Company's results of operations. If the Company's significant suppliers fail to
be Year 2000 compliant, the Company could experience a significant disruption in
the availability of products. Failure of the Company, its vendors or its
customers to have in place Year 2000 compliant systems could have a material
adverse effect on the Company.

AUTHORITATIVE PRONOUNCEMENTS

The Financial Accounting Standards Board has issued Statements of Financial
Accounting Standards No. 130 "Reporting Comprehensive Income" and No. 131
"Disclosures about Segments of an Enterprise and Related Information," which are
required to be adopted in fiscal 1999. Statement 130 will require the Company to
report comprehensive income and its components with the same prominence as other
financial statements. Statement 131 is not expected to significantly change the
Company's current disclosures.

25
<PAGE> 27

BUSINESS

GENERAL

From fiscal 1993 through fiscal 1997, the Company's revenues grew,
primarily as a result of internal growth and the opening of nine new sales
offices, from $37.9 million to $69.6 million, representing a compound annual
growth rate of approximately 16%. Since August 1996, the Company has accelerated
its growth through the acquisition of the operations of 14 independent dealers,
a majority of the assets of Motorola's Radio Products Group rentals business and
substantially all of the assets of Condor. As a result, revenues for fiscal 1998
were $96.5 million, a 39% increase from revenues generated during the equivalent
period of the prior fiscal year. On a pro forma basis, giving effect to the
Condor Acquisition and the Other Acquisitions, the Company's revenues were
$149.1 million for fiscal 1998. Through its acquisitions, the Company has
expanded its operations into markets in which it previously had no presence,
increased its presence in certain other markets and significantly increased the
Company's customer base. The Company intends to make additional acquisitions to
establish a presence in new geographic areas and to enhance its presence in
existing markets. In pursuing such acquisitions, the Company typically seeks to
gain access to the acquired dealer's skills, experience and customer
relationships, while consolidating its fulfillment operations into existing
facilities.

26
<PAGE> 28

INDUSTRY OVERVIEW

The Company's principal focus is selling, servicing and renting site-based
wireless communication products. While the Company is not aware of any
definitive industry data, the Company believes that the market for the sale,
rental and service of two-way radios and related products is in excess of $5
billion per year in the United States and an additional $5 billion per year
outside the United States. Site-based wireless communication products allow
teams of workers to have immediate voice communication over distances generally
ranging from a few hundred feet to up to three to five miles. The Company
believes that such communication can substantially enhance business
productivity. Unlike most other forms of wireless communication products,
site-based two-way radios require no air-time or subscriber charges and are
utilized almost exclusively in business applications. Individual radios
generally range in price from $200 to $1,000 based upon the size and features of
the unit. Depending on the application, users typically require from as a few as
two radios to as many as several hundred. Applications for site-based two way
radios span many industries. Common examples include:

The plant manager of a manufacturing facility coordinates the activities of
15 maintenance and repair employees across several buildings in a 150,000
square foot industrial complex.

The three-person staff of a law firm's MIS department communicates with one
another across multiple floors of an office building to respond rapidly to
service requests.

The coordinators of a major sporting event require five independent systems
(security, parking, parade, concession and press personnel) each requiring
more than 100 radios communicating across a three-mile radius. The
coordinators rent the equipment for the two-day event.

The golf course superintendent of a top-of-the-line golf course and country
club coordinates the activities of each of his greenskeepers. In addition,
the pro shop coordinates its course marshals, each of whom carry a two-way
radio.

An airline's station chief manages ground operations personnel as well as
customer service representatives throughout its terminal with two-way
radios.

The manager of a petrochemical complex manages engineering, maintenance and
security personnel throughout the 100-acre facility.

Growth in this segment of the wireless communications market has been
driven by several factors. The Company believes that the rapid emergence of
wireless communications technologies, including cellular and paging, has
increased the market acceptance and awareness of the benefits of two-way radios.
This, in turn, has resulted in the development of many new applications for
these products. In addition, as manufacturers of two-way radios have introduced
lower-priced two-way radio units with additional features and have significantly
expanded the marketing and distribution of these products, they have expanded
their appeal to a larger base of potential users who desire to communicate
within a limited geographic area without incurring airtime or subscriber
charges. Finally, as the result of abuse in their day-to-day usage, two-way
radios have a significant replacement demand. As the number of site-based radios
has increased, replacement demand has increased accordingly.

The manufacturing of two-way radios is dominated by a small number of
companies including Motorola, Kenwood, Icom, Yaesu, Maxon, EF Johnson and
Standard each of which has developed a network of authorized dealers to augment
their internal direct sales forces. Over the past ten years, manufacturers have
strategically reduced the size of their direct sales forces, increasingly
relying on independent authorized dealers. The Company believes that an
increasing percentage of two-way radio products will continue to be sold through
independent dealers as manufacturers continue to outsource distribution and
other non-core functions. The Company believes that its worldwide distribution
capability enhances its relationships with suppliers which seek to support
fewer, but larger, dealer organizations and allows it to more effectively
compete for certain customers that have multiple locations around the country.

27
<PAGE> 29

The Company believes that Motorola has manufactured a majority of the
two-way radios currently in use in the world. For many years Motorola sold
virtually all its two-way products through a direct sales force and a small
number of full-line dealers. In calendar 1987, Motorola introduced its Radius
line of products to expand its share of the growing market for lower priced
two-way radio products. To market, sell and service these products, Motorola
developed an indirect distribution channel made up of hundreds of local dealers
across the United States, as well as export dealers that serve the rest of the
world. As the quality and size of the indirect distribution channel expanded,
Motorola substantially reduced the size of its direct sales force. Motorola
continues to have a sizable direct sales force which generally focuses on large
scale projects requiring a high level of engineering and significant investment
in equipment and infrastructure. Management estimates that approximately half of
Motorola's sales of site-based radios and equipment are made through its direct
sales force with the remainder being sold through dealers. The Company is the
largest independent distributor of Motorola two-way radios and believes that
Motorola's utilization of dealers will increase. In addition, the Company
believes that the growth in the number of Motorola's full-line dealers has
slowed significantly in recent years as Motorola has begun to limit the
availability of new dealer agreements in markets with an established group of
dealers.

While manufacturing is highly concentrated, the distribution of two-way
radio products is highly fragmented. Dealers sell two-way radios to business
users principally through field offices and to a lesser extent through catalog
marketing. In any given metropolitan area there are generally several authorized
dealers serving local customers. A typical dealer has one or a few locations
covering a local or regional area and has revenues of under $5 million. In
addition, a small number of mail order companies market two-way radio products.
Like local dealers, these companies tend to be relatively small, with revenues
of less than $5 million. The Company's strategy is to capitalize on the
combination of its leadership position in both the field office and catalog
marketing channels and the highly fragmented nature of the two-way radio
distribution business by acquiring local dealerships and otherwise increasing
its market share in the two-way radio market. To the Company's knowledge, no
other distributor of two-way radios has a significant presence in each of the
Company's distribution channels.

Other segments of the wireless communications industry include specialized
mobile radio, enhanced specialized mobile radio, satellite-based wireless
communications, paging, cellular telephone, PCS and wireless data products. The
Company believes that these segments of the wireless communication industry will
experience significant growth in the future. While the principal focus of the
Company historically has been on the sale and rental of two-way radios, the
Company's strategy is to increase its market share in these segments as and if
its channels of distribution allow it to efficiently distribute these products
to customers. In addition, the Company intends to capitalize on its position as
a leading distributor of products manufactured by Nextel Communications, Inc.
("Nextel"). See "-- Products and Services."

BUSINESS STRENGTHS

The Company believes that the following factors have been of principal
importance in the success that it has achieved to date:

MARKET LEADERSHIP IN MULTIPLE DISTRIBUTION CHANNELS

Wireless International is the largest independent distributor of
two-way radios in the world, with leading positions in each of the field
office, catalog marketing and export channels. The Company believes that it
is the only significant distributor of two-way radios leveraging the
strengths of these multiple channels of distribution. The Company believes
that the combined strength of these channels provides it with broader
access to its market than most of its competitors.

Field Offices. The Company believes that field offices are essential
to developing and maintaining customer relationships in local markets. The
Company currently operates 32 field offices in the United States and two in
Australia. These field offices employ approximately 170 sales and rental
representatives who establish local customer relationships by providing
on-site evaluation and technical assistance in selecting appropriate
equipment for specific applications. Field sales representatives target
local opportu-

28
<PAGE> 30

nities to both sell or rent the Company's products. The Company provides
most administrative, order fulfillment and repair functions on a
centralized basis to enhance the productivity of its field sales
representatives by providing them with more time to focus on revenue
generating activities.

Catalog Operations. The Company markets directly to its existing and
prospective domestic customers through frequent targeted mailings of
product catalogs, brochures and other direct marketing pieces. In its 1998
fiscal year, the Company mailed over 5.7 million direct marketing pieces.
BearCom uses proprietary information systems to analyze the results of each
mailing and to refine and segment its customer database and mailing lists.
In addition, the Company has developed internal catalog production and
mailing capabilities that facilitate flexible production runs and rapid
cycle times. These capabilities enable the Company to target future
mailings in a manner designed to enhance profitability and customer
response.

Export Operations. The Company markets internationally through Condor
from its Miami, Florida office, as well as offices in Caracas, Venezuela
and Prague, Czech Republic. Condor's customer base consists of dealers in
over 75 countries, concentrated in Latin America, Eastern Europe, Africa
and the Middle East. Since its founding in 1980, Condor has become the
largest exporter of two-way radios from the United States.

RENTAL MARKET EXPERTISE

In the United States, the Company also rents two-way radios for use at
sporting events, fairs, parades, conventions and other events, as well as
in disaster recovery projects, motion picture productions and other
projects. With a fleet of over 15,000 two-way radios for rent, BearCom
believes it is the largest renter of two-way radios in the United States.
In June 1997, the Company acquired a majority of the assets of Motorola's
Radio Products Group rentals business, including certain inventory, its
customer list and its toll-free telephone number. The Company generally
achieves higher profit margins from rental units than from sales of
comparable two-way radios. In addition, the Company believes that the
rental market stimulates follow-on purchases of equipment as rental
customers discover the value to their business of the various uses of these
products. See "-- Customers."

BREADTH OF PRODUCTS AND CUSTOMER SERVICES

The Company attempts to satisfy its customers' two-way radio needs by
offering products with a wide range of features from multiple manufacturers
and a full range of technical support and repair capabilities. In its 1998
fiscal year, the Company sold over 100 different models of two-way radios
that were manufactured by more than ten different companies. These products
span a wide array of functionality and price points. Unlike many of its
smaller competitors, the Company maintains a substantial inventory of
products to allow prompt order fulfillment in most cases. Prior to shipment
to end users, the Company typically programs and adjusts frequencies in
order to provide compatibility among the components of the customer's
two-way system. The Company's service technicians test units prior to
shipment and thus are able to discover and reduce product malfunctions
before shipment. Nevertheless, most orders are processed and shipped on the
same day they are received. The Company's service technicians also provide
repair services for virtually all of the products the Company sells and in
most cases perform repairs in less than 48 hours of receipt of the
equipment. The Company's rapid order fulfillment and repair service
capability differentiates it from many of its competitors. See "-- Products
and Services."

ECONOMIES OF SCALE, OPERATIONAL EFFICIENCIES

As the largest independent distributor of two-way radio products, the
Company believes that it enjoys numerous advantages over its smaller
competitors. The Company performs most of its administrative and
distribution activities for its domestic activities at its headquarters
facility in Dallas and, for its export activities, in Miami. These
activities include purchasing, credit and collections, catalog production,
order entry and fulfillment, and management information systems development
and operations. The

29
<PAGE> 31

Company spreads these costs over a greater volume of business than its
smaller local and regional competitors and believes that in many cases it
provides its customers with more consistent and higher levels of service.
Finally, the Company believes that its global distribution capability
enhances its relationships with suppliers which seek to support fewer, but
larger, dealer organizations and allows it to more effectively compete for
certain customers that have multiple locations.

GROWTH STRATEGY

The Company's objective is to increase its market share in both the field
sales, catalog marketing and exporting of two-way radios and related products
and be the leading independent distributor in each market it serves. The
Company's strategy is to further develop its global network of field offices by
opening and acquiring field offices in new markets, expand and enhance its
catalog operations, leverage these complementary distribution channels by
broadening its product and service offerings, and support its operations by
providing consistent administrative, distribution, customer service and
technical support functions on a centralized basis. The key elements of its
strategy are as follows:

ACQUIRE AND OPEN OFFICES IN NEW MARKETS

The Company seeks to continue to develop a global network of field
offices to provide the local service that is essential to developing and
maintaining customer relationships. Currently, the Company has 32 field
offices in the United States, 27 of which are located in the 50 largest
metropolitan statistical areas in the United States. The Company intends to
pursue opportunities to add field offices in top 100 metropolitan
statistical areas in the United States. In addition, the Company currently
has two field offices in Australia and distribution offices in Miami,
Florida, Caracas, Venezuela and Prague, Czech Republic, and may selectively
pursue expansion into other international markets. The Company plans to
enter new markets primarily by acquiring existing operations of local and
regional dealers, but also by opening new field offices. From fiscal 1993
to fiscal 1997, the Company grew primarily as a result of internal growth
and the opening of nine new sales offices. Since August 1996, the Company
has accelerated its growth through the acquisition of the operations of 14
independent dealers, a majority of the assets of Motorola's Radio Products
Group rentals business and substantially all of the assets of Condor. The
Company believes that industry fundamentals and outsourcing trends by
manufacturers will lead to a consolidation of independent dealers, and that
its position as the largest independent dealer will allow it to continue to
acquire local authorized dealers and expand its national presence. In
pursuing acquisitions, the Company typically seeks to gain immediate access
to the acquired dealer's customer base, while consolidating its order
fulfillment operations into existing facilities.

EXPAND AND ENHANCE CATALOG OPERATIONS

Management believes that its catalog operations represent an efficient
and complementary distribution channel to its growing network of field
offices. During fiscal 1998, BearCom mailed over 5.7 million catalogs and
marketing pieces and processed over 300,000 inbound calls. BearCom uses
proprietary software to analyze the results of each mailing and enhance
customer response. In addition, BearCom has developed internal catalog
production and mailing capabilities that facilitate flexible production
runs and rapid cycle times. BearCom has made significant investments to
establish its leading position in the catalog marketing of two-way radios
and believes that its existing catalog operations can support higher sales
volumes without incurring significantly higher fixed costs.

EXPAND PRODUCT AND SERVICE OFFERINGS

The Company strives to expand its product offering to include
complementary products and services that meet the needs of its customers.
In addition to its broad offering of two-way radios, the Company currently
sells closed circuit television systems ("CCTV"), aviation transceivers,
Orbacom console systems, and products and services based on other wireless
technologies, such as Nextel handsets and services, PageMart pagers and
services, and Motorola messaging systems. The Company began selling Nextel
equipment and service in fiscal 1998 and believes it has become a leading
independent activator of
30
<PAGE> 32

this service. In January 1998, the Company entered into a three year
agreement with Iridium U.S., L.P. ("Iridium") to nationally market its
satellite-based communications products and services in selected sales
channels beginning in fiscal 1999. The Company intends to continue to
broaden its product offering and may also explore acquiring companies with
complementary product lines that the Company believes could be efficiently
distributed to its customers.

EXPAND RENTAL AND REPAIR ACTIVITIES

The Company believes that its ability to offer responsive two-way
radio rental and repair services enhances its customer relationships. The
Company currently maintains a rental fleet of over 15,000 two-way radios
and staffs each office with employees dedicated to local rental
opportunities. In addition, the Company repairs two-way radios from all of
its significant suppliers. Most repair services are performed in the
Company's Dallas and Houston facilities and are typically completed within
48 hours of receipt. Revenues from rental and repair activities have
increased as a percentage of total revenues from approximately 13.0% in
fiscal 1995 to approximately 18.2% in fiscal 1998. The Company generally
achieves higher profit margins from these activities than from the sale of
its products. To date, most rentals have been to customers in the United
States. The Company intends to expand its rental and repair activities in
international markets.

INCREASE PENETRATION IN EXISTING MARKETS

The Company believes that there are significant opportunities to
further penetrate existing markets. By centralizing administrative,
fulfillment and other support functions and by encouraging customers to
order replacement parts and other routine items directly through the
Company's toll-free number, management seeks to enhance the productivity of
its field sales force by providing them with time to focus on more
significant revenue-generating activities. In addition, the Company uses
its catalog database to identify quality sales leads that could benefit
from higher-end or more sophisticated systems. Finally, as certain of its
existing markets mature, the Company intends to add sales representatives
and/or acquire other dealers in existing markets to gain new customers and
better service existing accounts.

PRODUCTS AND SERVICES

The Company believes that its ability to offer a broad line of products and
services is instrumental to its success. The Company seeks to offer products
with a wide range of features and price points from multiple manufacturers,
along with a full range of technical support and repair services. In its 1998
fiscal year, the Company sold over 100 different models of two-way radios that
were manufactured by more than ten different companies. The Company also sells
other wireless communication products, including two-way radio accessories,
pagers and accessories, cellular phone accessories and aviation transceivers, as
well as related products like CCTV and Orbacom console systems. In fiscal 1998,
equipment sales accounted for 79% of the Company's revenues.

On September 1, 1997, the Company began marketing wireless equipment and
services of Nextel on a national basis, and believes that it has become one of
the largest independent activators of such services. Under its marketing
agreement, the Company sells Nextel handsets at the Company's cost and receives
an activation fee for each handset sold, as well as a percentage of the monthly
service charge per handset for a defined period. The terms and fees of the
agreement can be altered without the consent of the Company.

On January 26, 1998, the Company entered into an agreement with Iridium to
become a dealer of Iridium handsets and service within the land mobile radio
market in the United States. Iridium has publicly announced September 1998 as
its anticipated date for commencing service. However, there can be no assurance
as to the eventual timing and impact of this agreement on the Company's
operating results.

31
<PAGE> 33

Set forth below is a description of and certain information related to the
more significant products and services distributed by the Company.

<TABLE>
<CAPTION>
SELECTED
PRODUCT MANUFACTURERS DESCRIPTION
<S> <C> <C>
PORTABLE RADIO Motorola Small, light-weight, battery-operated radio that allows
Maxon users to communicate between selected groups and individuals
Icom over ranges of up to five miles; coverage can be expanded to
Tekk much broader areas when used with additional transmitting
equipment.
MOBILE RADIO Motorola Vehicle-mounted radio under dash or in vehicle's trunk;
Maxon utilized primarily by users who spend time primarily in
Icom vehicles or who have greater power requirements; frequently
used by transportation fleets, police and fire authorities
and waste-disposal companies.
BASE STATION Motorola Radio installed in a fixed location within an office;
Maxon external antenna provides greater transmission coverage,
Icom designed to communicate to portable and mobile radios;
handsfree headsets, microphones and noise reduction
equipment are interfaced with base stations to accommodate
office environments.
CONSOLES Orbacom Console enclosed in customized furniture to create a fully
Motorola integrated communications center; electronics permit users
Zetron to communicate with telephones, radios, CCTV and cellular
equipment, both separately and simultaneously; installed
into operation centers that have substantial quantities of
radio, telephone and other forms of communication equipment
to allow increased efficiencies in multi-task operations.
SPECIALIZED Nextel Handheld radio that fully integrates wide-area two-way radio
MOBILE RADIO communications, cellular phone and paging; monthly charges
for cellular and radio uses are additional.
</TABLE>

BearCom rents two-way radios and other wireless communication products,
primarily through its field offices. In fiscal 1998, rentals accounted for
approximately 11.7% of the Company's revenues. The Company maintains a fleet of
over 15,000 rental units, which are used in connection with sporting events,
conventions, disaster recovery projects, motion picture productions and other
events where wireless communication equipment is needed for a period of time
that would not justify the cost of purchasing such products. The rental market
for wireless communication products is seasonal, with rental demand being
greatest during the summer months, or at other peak times of the year in warm
weather climates. The Company believes that the rental market stimulates sales
of these products as rental customers discover the value to their businesses of
the various uses of these products.

The Company repairs two-way radios of leading manufacturers. In fiscal
1998, repair revenue accounted for approximately 6.5% of the Company's revenues.
In October 1997, the Company acquired a dealer in Houston, Texas which is an
authorized service provider of Motorola two-way radios, including warranty and
non-warranty repair services. In the case of units under a manufacturer's
warranty, the Company collects predetermined repair fees directly from the
manufacturer. For non-warranty repairs, the Company bills the customer for
repair charges. Such repair charges are billed on a time and materials basis or,
in certain instances, on a flat rate schedule agreed to in advance. The Company
typically completes and ships repaired units within 48 hours of their receipt.
The Company's primary service and repair operations are located at its
facilities in Dallas and Houston, with limited repairs being performed at 15 of
the Company's field offices. The Company's technicians repair products sold both
by the Company and by others. The Company believes that its ability to repair
products is important to its customers.

PURCHASING

The Company purchases its products directly from manufacturers of wireless
communication products. Brand names sold by the Company include, among others,
Motorola, Maxon, Icom, Tekk and Orbacom.

32
<PAGE> 34

Equipment revenues generated by the sale of products purchased from the
Company's two largest vendors, Motorola and Maxon, constituted approximately 73%
and 12%, respectively, of the Company's revenues during fiscal 1997, and 66% and
7%, respectively, of the Company's equipment revenues during fiscal 1998. As is
customary in the industry, the Company does not have long-term contracts with
any of its vendors, including Motorola and Maxon. Although the Company and its
suppliers enter into written vendor agreements to effect purchases, such
agreements generally can be canceled by either party at will. The Company's
licenses pursuant to these agreements, including those from Motorola, are not
exclusive. The Company is licensed to sell Motorola products in each market
where it maintains a sales office. Termination of the Company's relationship
with Motorola or any other significant manufacturers would have a material
adverse effect on the Company. The Company is not required to be licensed to
rent Motorola products in any market. See "Risk Factors -- Dependence on
Vendors."

CUSTOMERS

BearCom's customers range from small businesses to large organizations and
governmental agencies, while Condor's customers generally are dealers, which in
turn sell to similar end users. Since the beginning of fiscal 1997, BearCom sold
products to over 90% of the Fortune 100 companies and Condor sold products to
dealers in approximately 75 countries. In fiscal 1998, over 80% of the Company's
revenues were from repeat customers. No customer of the Company accounted for
more than 2% of the Company's revenues in fiscal 1998. Set forth below are
selected customers that have purchased or rented products from the Company since
the beginning of fiscal 1997.

<TABLE>
<S> <C> <C>
MANUFACTURING RETAILERS SCHOOLS AND UNIVERSITIES
University of California,
Nike Inc. The Gap Irvine
Unocal Corp. J. C. Penney Chicago Public Schools
Microsoft Nordstrom University of Washington
Abbot Laboratories Target Stores San Diego Unified School
District

HOTELS SPORTING EVENTS* FOOD & BEVERAGES
Sheraton 1998 Super Bowl Kraft Foods
Marriott ESPN X Games Coca-Cola
Motel 6 1996 Olympic Games Kellogg USA
Doubletree Los Angeles Marathon Tyson Foods

HEALTHCARE SHOPPING CENTERS/MALLS GOVERNMENT
Medical City Dallas Mall of America United States Navy
Kaiser Permanente South Coast Plaza U.S. Department of Parks and
Sharp Healthcare Dallas Market Center Recreation
St. Vincent Medical General Growth Properties City of Chicago, IL
County of Orange, CA

ENTERTAINMENT CONSTRUCTION AIRLINES/AVIATION
Walt Disney Studios Kiewit Pacific Northwest Airlines
NBC Turner Construction Southwest Airlines
SONY Bechtel Corp. United Airlines
Disneyland Fluor-Daniel American Airlines

CONVENTIONS* TRANSPORTATION
Consumer Electronics Show Federal Express
National Manufacturing Week Viking Freight
Billy Graham Crusades United Parcel Service
Softbank Comdex 1997 Maintenance Dynamics
</TABLE>

- ------------------------------

* Includes various organizations affiliated with the indicated sporting event or
convention.

33
<PAGE> 35

SALES AND MARKETING

Overview. BearCom Group markets its products and services through both its
field offices, catalog operations and export operations. For fiscal 1998, field
offices, catalog operations and export operations generated approximately 63%,
28% and 5%, respectively, of the Company's overall revenues. The remaining 4%
was attributable to the Company's repair and rental distribution operations in
Dallas. On a pro forma basis, giving effect to the Condor Acquisition and the
Other Acquisitions, field offices, catalog operations and export operations
represented approximately 44%, 18% and 35%, respectively, of revenues during
fiscal 1998. The Company believes that the combined strength of these channels
provides it with broader access to its market than most of its competitors. The
Company also rents two-way radios and other wireless communication products.
Through its approximately 170 person field sales and rental force, the Company
services customers requiring on-site evaluation of their needs and provides the
technical assistance to help them select the appropriate equipment for their
specific applications. For customers not requiring this consultative approach
(usually when system needs are relatively uncomplicated or purchases are add-on
or replacement units to an existing system), the catalog marketing channel
provides customers an efficient and cost-effective method of purchasing
products.

The Company attempts to use the combination of its distribution channels to
attract new customers and stimulate additional purchases by previous customers.
The Company seeks to attract new customers by expanding the reach of its sales
representatives, selectively mailing catalogs to prospective customers,
advertising in the Yellow Pages and trade publications, and exhibiting at
industry trade shows. The Company seeks to stimulate purchases by previous
customers by both personal contact and direct mail. The Company provides product
and sales training to its field sales, rentals, catalog marketing and export
sales forces in an effort to employ a knowledgeable workforce.

Field Offices. The Company currently maintains 32 field offices in the
United States and two in Australia, primarily in major metropolitan areas.
Typically, the Company's field office staff is comprised of a branch manager,
three to seven sales representatives and a rental coordinator. Sales
representatives are compensated by salary as well as commission and incentive
bonuses based on predetermined sales quotas. BearCom emphasizes
"need-satisfaction selling," training its sales representatives to identify the
specific communications needs of the customer and to sell products that will
satisfy those needs. The Company encourages its field sales customers to utilize
the Company's toll-free number to purchase replacement parts and other routine
items so that sales representatives may devote their efforts to selling products
to new customers and more sophisticated products to existing customers. The
Company monitors and adjusts its field sales compensation plan periodically to
insure its competitiveness and continuously seeks to improve its support
functions so that field sales representatives can maximize the results of their
marketing efforts.

BearCom also maintains a dedicated rental representative at each field
office. The Company has a fleet of over 15,000 rental units throughout the
United States to satisfy its customers' short-term two-way radio needs. The
Company maintains a constant inventory of rental units at each of its sales
offices to meet its customers' immediate rental needs. The remainder of the
Company's rental fleet is maintained at the Company's Dallas headquarters
facilities. Because the Company has sales offices throughout the United States,
the Company is able to efficiently transfer rental units among its sales offices
in order to meet anticipated rental demand. Prior to a rental order being
filled, the Company programs and tests each unit and ensures that it is equipped
with a fresh battery. For large rental orders, the Company provides on-site
technical personnel. The Company maintains a 24-hour emergency telephone number
for use by all rental customers to remedy operational problems if they occur.
All rental units are checked and serviced upon return to the Company prior to
being returned to the rental inventory.

Catalog Marketing. BearCom also markets its products through the direct
mailing of catalogs, brochures and other direct marketing pieces. The Company
mailed over 5.7 million catalogs and brochures during fiscal 1998 and received
over 300,000 inbound calls, resulting in sales to customers in all 50 states.
BearCom augments its own proprietary mailing lists by selectively renting and
purchasing third-party mailing lists from time to time. BearCom uses proprietary
information systems to refine and segment its customer database and mailing
lists. These procedures enable the Company to target future mailings in a manner
designed to enhance profitability and customer response.

34
<PAGE> 36

BearCom produces its own catalogs and marketing brochures through its art
department, using desktop publishing systems. These catalogs and brochures are
printed by a small number of national printers and shipped to the Company's
Dallas facility. BearCom has its own mail production department. The mail
production process is managed by BearCom's IBM AS-400 computer so that the mail
is processed to take advantage of the lowest postal rates available. See
"-- Management Information System." By having its own mail facility, BearCom has
the capability to process runs as small as a few thousand pieces or as large as
several million pieces with rapid cycle times and still maintain a
cost-effective direct marketing program.

The Company employs catalog sales representatives who staff the Company's
toll-free telephone line, process orders and answer technical questions from
7:30 a.m. to 6:30 p.m. Central Time. The catalog operations rely almost
exclusively on inbound sales. While processing orders, sales representatives
have access, through BearCom's management information system, to technical
information, alternate and complementary product selections, product
availability and pricing information and customer purchasing and credit
histories. The sales representatives are experienced in the sale of wireless
communication products, are knowledgeable of the Company's products and strive
to assist customers in fulfilling their wireless communication needs.

Export Operations. The Company markets internationally through Condor from
its Miami, Florida office, as well as offices in Caracas, Venezuela and Prague,
Czech Republic. Condor's customer base consists of dealers in over 75 countries,
concentrated in Latin America, Eastern Europe, Africa and the Middle East. Since
its founding in 1980, Condor has become the largest exporter of two-way radios
from the United States.

OPERATIONS

Order Fulfillment. The Company keeps a sufficient inventory of products
available in its Dallas headquarters and Miami facilities so that it typically
can ship orders directly to customers on the same day the order is received.
Once a purchase order is accepted by the Company and the products are retrieved
from inventory, the products normally require some technical service before
being delivered to the customer. For example, radio frequencies may need to be
coordinated or ancillary equipment may need to be added to a system. All
products are tested prior to shipment. After testing, BearCom's delivery
department packs the products and ships them to the customer via United Parcel
Service, Federal Express or other common carriers from BearCom's distribution
facility in Dallas. During fiscal 1998, the Company shipped an average of over
15,000 transactions per month. With respect to sales by Condor, products
generally are drop-shipped by the manufacturer directly to customers in Eastern
Europe, while customers in Latin American generally take title to products at
Condor's Miami facility.

Inventory Management. The Company believes that effective purchasing and
inventory control are key elements to its ability to fill customer orders. The
Company maintains an inventory management system which analyzes historical sales
results, sales projections and information regarding vendor lead times in order
to determine appropriate inventory levels. Historically, the Company has not
written-down significant portions of its inventories due to shrinkage or
obsolescence, nor has it relied on its ability to return slow-moving inventory
to the vendor. There can be no assurance that material write-downs of the
Company's inventory will not occur in the future. See "Risk
Factors -- Technological Change."

Credit and Collection Management; Product Returns. BearCom attempts to
minimize losses on credit sales by closely monitoring its customers'
creditworthiness, using both internal credit histories as well as CD-ROM and
on-line services from Dun & Bradstreet. Collection activities are conducted by
using outbound phone calls from the Company's Dallas and Miami facilities.
BearCom's bad debt expense as a percentage of total revenues for fiscal 1996,
1997 and 1998 was 0.4%, 0.6% and 0.9%, respectively. Condor's bad debt expense
as a percentage of total revenues for calender 1995, 1996 and 1997 was 1.5%,
1.4% and 1.4%, respectively. The Company follows the industry practice of
allowing customers to return products within 30 days, so long as the products
have not been damaged.

MANAGEMENT INFORMATION SYSTEM

The use of BearCom's IBM AS-400 computer system is pervasive in the
operation of its business. The Company has invested substantial resources to
develop proprietary software applications enabling BearCom to compile and
maintain its marketing database, track customer repair histories, manage its
inventory, maintain

35
<PAGE> 37

its accounting records and track credit and collection activities. BearCom
believes that these applications enable it to deliver superior customer service
and achieve cost savings. Each of BearCom's sales offices has a continuous
on-line connection to BearCom's computer system to support the sales efforts of
its field sales representatives. Condor utilizes a PC-based management
information system. The Company has no immediate plans to integrate this system
with BearCom's. The Company has adopted procedures to protect its computer
systems and to provide for recovery in the event of equipment failure. All
system data is backed up to tape daily with backup tapes stored off-site.

COMPETITION

The two-way radio distribution industry is highly competitive and is
currently comprised of several regional and numerous local dealers, some of
which compete with the Company in both the sale and rental markets. The
principal bases of competition in the industry are price and service. The sale
of two-way radios is a low-margin, high-volume business. Because awareness of
two-way wireless communication products is growing and the cost barriers to
entry into this market are relatively low, the risk of new competitors entering
this market is high. The Company believes that the industry will become more
competitive as the number of competitors increases and as new technologies
emerge. These factors, coupled with the growing industry emphasis on containing
costs, could place significant pressure on the Company to reduce prices, which
could significantly reduce the gross margins realized by the Company on sales of
its products.

In addition, several manufacturers of two-way radio products, including
Motorola, also compete with independent distributors in selling, servicing and
renting two-way wireless communication products. There can be no assurance that
manufacturers of two-way radio products will continue to utilize independent
distributors in the future. In addition, there are several significantly large
global distributors of wireless communication products other than two-way
radios. These companies to date have not entered the two-way radio distribution
market in any significant way, but there can be no assurance that these
companies will not enter this industry in the future. These manufacturers and
distributors are much larger than the Company, and have substantially greater
capital resources, sales experience and distribution capabilities than the
Company. In response to competitive pressure from any of its current or future
competitors, the Company may be required to lower selling prices, which would
lower the Company's gross margins, which could have a material adverse effect on
the Company. See "Risk Factors -- Competition."

EMPLOYEES

As of June 1, 1998, BearCom had 484 employees, of whom 77 were corporate
employees, 168 were sales or rental managers or sales or rental representatives,
42 were shipping and distribution personnel, 25 were catalog distribution
employees, 100 were service technicians and 72 were in various other positions.
As of June 1, 1998, Condor employed 61 employees of which 14 were sales
representatives, 12 were shipping and distribution personnel, 10 were service
technicians and 25 were in various other positions. The Company's success is
dependent on its ability to attract and retain good employees. The Company
believes that its employee relations are good. The Company's employees are not
covered by any collective bargaining agreements.

PROPERTIES

The Company leases its approximately 37,000 square foot headquarters
facility (which includes its warehousing facility, product distribution center
and a field office) and its approximately 10,000 square foot mail distribution
center, each of which is located in Dallas, Texas. The terms of these leases
expire in January 1999 and the Company has options to extend the headquarters
facility lease for two additional one year periods. In addition, the Company
leases 32 locations as field offices and owns one sales office in Houston,
Texas. As a result of the Condor Acquisition, the Company owns its approximately
15,000 square foot Miami, Florida office and distribution facility, as well as
its offices in Caracas, Venezuela and Prague, Czech Republic. See
"Management -- Certain Transactions."

36
<PAGE> 38

LEGAL MATTERS

From time to time, the Company is involved in lawsuits that it considers to
be in the normal course of its business, which have not resulted in any material
losses to date.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information concerning the executive
officers and directors of the Company, including their respective ages.

<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
John P. Watson(l).................. 54 Chairman and Director
Jerry Denham....................... 41 President and Director
Kenneth H. Doll.................... 45 Executive Vice President -- National Sales, Secretary and
Director
Brent A. Bisnar.................... 40 Vice President -- National Rentals and Director
Gary Weber......................... 51 Vice President -- Marketing
Michael L. Kovar................... 36 Vice President, Chief Financial Officer and Assistant
Secretary
Rogelio R. Betancourt.............. 58 President, Condor Holdings, Inc.
Edward W. Rose III(l)(2)(3)........ 57 Director
Morton L. Topfer(l)(2)(3).......... 61 Director
</TABLE>

- ------------------------------

(1) Member of the Compensation Committee

(2) Member of the Audit Committee

(3) Member of the Stock Option Committee

JOHN P. WATSON has served as Chairman of the Board of the Company since
April 1992. Prior to that he served as President of the Company from March 1991
until April 1992. Subsequent to his graduation from the University of Texas in
1969 with both J.D. and B.B.A. degrees until March 1988, Mr. Watson was involved
in real estate investment and development, and was a leading commercial real
estate developer in the Austin, Texas area. In 1988, as a result of the economic
downturn in the Austin, Texas area and other factors, Mr. Watson filed for
personal bankruptcy. From 1988 until he joined the Company in March 1991, Mr.
Watson led an investment group exploring various acquisition opportunities.

JERRY DENHAM has served as President and director of the Company since
consummation of the Merger. Mr. Denham served as the Chairman of the Board and
President of Bear Communications from 1987 until the Merger. Mr. Denham
co-founded Bear Communications in 1981.

KENNETH H. DOLL has served as Executive Vice President -- National Sales,
Secretary and director of the Company since consummation of the Merger. Mr. Doll
served as Executive Vice President of Bear Communications from 1990 until the
Merger. From 1986 to 1990, Mr. Doll served in various capacities with Bear
Communications, including Vice President and Manager of the San Francisco field
sales office. Prior to joining Bear Communications in 1986, Mr. Doll served as
Regional Sales Manager for Motorola, Inc. Mr. Doll currently serves as a
director for the Industrial Telecommunications Association.

BRENT A. BISNAR has served as Vice President -- National Rentals and
director of the Company since the Merger. From April 1993 until the Merger, Mr.
Bisnar served as Vice President and National Rental Manager for Bear
Communications. From January 1990 until that time he served as Vice President
and Manager of Bear Communications' Fort Lauderdale, Florida field sales office.

GARY WEBER has served as Vice President -- Marketing of the Company since
the Merger. Mr. Weber founded Page-Com in 1980 and served as its President from
its incorporation (except for the period from

37
<PAGE> 39

March 1991 until April 1992 when Mr. Watson served as President and Mr. Weber
served as a senior executive) until consummation of the Merger.

MICHAEL L. KOVAR has served as Vice President and Chief Financial Officer
of the Company since November 1997. From July 1996 through October 1997, he
served as Controller of the Company. From May 1993 through July 1996, Mr. Kovar
served as Director of Finance/Operations for the Golf Division of Sport Supply
Group, Inc. ("SSG"), a New York Stock Exchange listed company. Prior to that,
Mr. Kovar served as Controller of BSN Corp., an American Stock Exchange listed
company and SSG's former parent, from March 1989 through April 1993. From August
1984 through February 1989, Mr. Kovar was a Senior Auditor for Ernst & Young
L.L.P. (formerly Arthur Young).

ROGELIO R. BETANCOURT has served as President of Condor Holdings, a wholly
owned subsidiary of the Company, since the acquisition of Condor Communications.
Prior to that time, Mr. Betancourt served as President of Condor Communications
since it was founded in 1980. Mr. Betancourt and his spouse are the sole
shareholders of Condor Communications.

EDWARD W. ROSE III has served as director of the Company since April 1992.
He is the President and sole shareholder of Cardinal Investment Company, Inc.,
an investment firm, and founded that firm in 1974. Mr. Rose serves as Chairman
of the Board of Drew Industries Inc., a supplier to the manufactured housing and
recreational vehicle industries, and Leslie Building Products, Inc., a
manufacturer of building products; a trustee of Liberte Investors, formerly a
real estate investment trust; and a director of Ace Cash Express, Inc., a
provider of retail financial services.

MORTON L. TOPFER has served as director of the Company since December 1995.
Since May 1994, Mr. Topfer has served as Vice Chairman of Dell Computer
Corporation, and shares the office of Chief Executive Officer. From 1971 until
that time, Mr. Topfer served in various capacities with Motorola, including
Executive Vice President and President of Motorola's Land Mobile Products
Sector. Mr. Topfer also is a member of the Board of Directors of Autodesk, Inc.,
a software company, and Alliance Gaming Corporation, a diversified gaming
company.

The Board of Directors is divided into three classes, with one class of
directors elected on a rotating basis at each annual meeting of shareholders for
a three-year term. Directors are not compensated for serving in such capacity,
but are reimbursed for expenses incurred in attending meetings of the Board of
Directors. The Board of Directors of the Company consists of six directors
elected for terms to expire as follows: at the next annual meeting of
shareholders -- Brent A. Bisnar and Morton L. Topfer; at the second annual
meeting of shareholders after the date of this Prospectus -- Kenneth H. Doll and
Edward W. Rose III; and at the third annual meeting of shareholders after the
date of this Prospectus -- John P. Watson and Jerry Denham. The Company's
directors and officers serve until their successors have been duly elected and
qualified in accordance with the Articles of Incorporation and Bylaws of the
Company.

38
<PAGE> 40

SUMMARY COMPENSATION TABLE

The following table sets forth certain information regarding compensation
paid to the Company's Chief Executive Officer and its four other most-highly
compensated executive officers (the "Named Executive Officers") during the
fiscal year ended April 30, 1998:

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------------------
OTHER ANNUAL ALL OTHER
SALARY BONUS COMPENSATION(1) COMPENSATION
NAME AND PRINCIPAL POSITION ($) ($) ($) ($)
<S> <C> <C> <C> <C>
John P. Watson......................... 253,000 -- -- --
Chairman of the Board
Jerry Denham........................... 227,370 -- -- 22,107(3)
President
Kenneth H. Doll........................ 226,584 -- -- 25,040(4)
Executive Vice President and
Secretary
Brent A. Bisnar........................ 165,290 -- -- 10,230(5)
Vice President
Gary Weber............................. 275,000 -- 94,250(2) --
Vice President
</TABLE>

- ------------------------------

(1) Certain of the Company's executive officers receive personal benefits in
addition to salary and cash bonuses. The aggregate amount of the personal
benefits, however, does not exceed the lesser of $50,000 or 10% of the total
of the annual salary and bonus reported for the named executive officer.

(2) Payment for reduction of the outstanding balance of a note receivable, and
related accrued interest, for Mr. Weber's employment with the Company. See
"Certain Transactions."

(3) Includes $14,982 of life insurance premiums paid by the Company, and $7,125
of employer matching contributions paid by the Company pursuant to the
Company's 401(k) Plan.

(4) Includes $17,915 of life insurance premiums paid by the Company, and $7,125
of employer matching contributions paid by the Company pursuant to the
Company's 401(k) Plan.

(5) Includes $4,032 of life insurance premiums paid by the Company, and $6,198
of employer matching contributions paid by the Company pursuant to the
Company's 401(k) Plan.

STOCK OPTION PLAN

Pursuant to the BearCom Group, Inc. 1998 Stock Option Plan (the "Stock
Option Plan"), options may be granted to eligible employees of the Company or
its subsidiaries and directors of the Company for the purchase of an aggregate
of 1,100,000 shares of Common Stock of the Company. Employees eligible under the
Stock Option Plan are those employees whose performance and responsibilities are
determined by the Board or a committee selected by the Board in accordance with
the terms of the Stock Option Plan (the "Committee") to be influential to the
Company's success. The Stock Option Plan is administered by the Board or the
Committee which determines, in its discretion, the terms of each option in
accordance with the provisions of the Stock Option Plan, including the number of
shares subject to each option granted, the related exercise price, the vesting
period and vesting conditions, and option period. The Board or the Committee may
grant either nonqualified stock options or incentive stock options ("ISOs"), as
defined by the Code; provided, however, that ISOs may be granted only to
employees.

The Stock Option Plan requires that the exercise price of each option that
is intended to constitute an ISO must not be less than 100% of the fair market
value of the Common Stock at the time of the grant of the option. The option
period may not be more than ten years from the date the option is granted. No
ISO, however, may be granted to an employee who owns more than 10% of the total
combined voting power of all classes of outstanding stock of the Company or its
subsidiaries unless the option price is at least 110% of the fair market value
of the Common Stock at the date of the grant and the option period does not
exceed five years. Options may be exercised in annual installments as specified
by the Board or the Committee, and all
39
<PAGE> 41

installments that become exercisable are cumulative and may be exercised at any
time after they become exercisable until expiration of the option. Options are
not assignable except by will or by the laws of descent and distribution.

There is no limit on the fair market value of options that may be granted
to an employee in any calendar year, but no employee may be granted ISOs that
first become exercisable during a calendar year for the purchase of stock with
an aggregate fair market value (determined as of the date of grant of each
option) in excess of $100,000. An ISO (or an installment thereof) counts against
the annual limitations only in the year it first becomes exercisable.

Full payment for shares purchased upon exercise of an option must be made
at the time of exercise, and no shares may be issued until full payment is made.
The Stock Option Plan provides that an option agreement may include a provision
permitting an optionee the right to tender previously owned shares of Common
Stock in partial or full payment for shares to be purchased on exercise of an
option. Unless sooner terminated by action of the Board, the Stock Option Plan
will terminate in June 2008 and no options may thereafter be granted under the
Stock Option Plan. The Stock Option Plan may be discontinued, altered or amended
in certain respects by the Board without the approval of the shareholders.
However, the Stock Option Plan may not be amended without the approval of the
shareholders (i) to materially increase benefits, (ii) to materially increase
the number of shares of Common Stock that may be issued under the Stock Option
Plan or (iii) to materially modify the requirements for participation in the
Stock Option Plan.

Prior to the date hereof, options to purchase 406,000 shares had been
granted at the Offering price to certain directors, key employees and officers
of the Company. Each director and executive officer of the Company has been
granted options to purchase 25,000 shares of Common Stock.

STOCK PURCHASE PLAN

The Company's 1998 Employee Stock Purchase Plan (the "Stock Purchase Plan")
authorizes the issuance of up to an aggregate of 500,000 shares of Common Stock
to participating employees. The Company may make one or more offerings ("Plan
Offerings") to employees to purchase Common Stock under the Stock Purchase Plan.
Plan Offerings may be for a period of six months or one year in duration and may
commence on January 1 and/or July 1; provided, however, that the initial Plan
Offering period may be for a period of less than six months. During each Plan
Offering, the maximum number of shares which may be purchased by a participating
employee from the shares available for purchase under Stock Purchase Plan for
the Plan Offering period, subject to restrictions contained in the Code and
adjustments made due to over-allotments by participating employees, is a number
of whole shares of Common Stock equal to the employee's base compensation
elected by the employee to be withheld each pay period during the Plan Offering
divided by the purchase price per share of the shares available for purchase
under the Stock Purchase Plan for the Plan Offering period. An employee may
elect to have up to 10% deducted from his or her base salary for this purpose.
The purchase price shall be the lower of (i) 85% of the closing price of the
Common Stock on the NYSE on the day that the Plan Offering commences or (ii) 85%
of the closing price on the NYSE on the day that the Plan Offering terminates,
or if the closing price is not reported on either or both of such dates, the
exercise price shall be determined by reference to the most recently preceding
date on which the closing price was reported.

The Stock Purchase Plan is administered by the Board or a committee
selected by the Board in accordance with the terms of the Stock Purchase Plan.
With certain exceptions, all eligible employees regularly employed by the
Company for at least ninety days on the applicable Plan Offering commencement
date are eligible to participate in the Stock Purchase Plan. The Stock Purchase
Plan is intended to qualify as an "employee stock purchase plan" as defined in
Section 423 of the Code.

EXCULPATORY CHARTER PROVISION; LIABILITY AND INDEMNIFICATION OF OFFICERS AND
DIRECTORS

Texas law permits Texas corporations to include in their articles of
incorporation a provision eliminating or limiting director liability to a
corporation or its shareholders for monetary damages arising from acts or
omissions in the director's capacity as a director. The only limitations imposed
under the statute are that the

40
<PAGE> 42

provision may not eliminate or limit a director's liability to the extent the
director is found liable for (a) a breach of the director's duty of loyalty to
the corporation or its shareholders, (b) an act or omission not in good faith
that constitutes a breach of duty of the director to the corporation or an act
or omission that involves intentional misconduct or a knowing violation of the
law, (c) a transaction from which the director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope of the
director's office or (d) an act or omission for which the liability of a
director is expressly provided by an applicable statute. The Company's Amended
and Restated Articles of Incorporation contain a provision eliminating the
liability of the Company's directors to the fullest extent permitted by Texas
statutory or decisional law, as the same exists or as it may be amended or
interpreted from time to time.

In addition, the Company's Amended and Restated Bylaws require it to
indemnify its directors and officers against any and all liability and
reasonable expense that may be incurred by them in connection with or resulting
from (a) any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, arbitrative or investigative, (b) an
appeal on such an action, suit or proceeding or (c) an inquiry or investigation
that could lead to such an action, suit or proceeding, all to the fullest extent
permitted by Texas law.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

On April 15, 1998, the Board established a compensation committee,
consisting of Messrs. Watson, Rose and Topfer. Mr. Watson is the Chairman of the
Board of the Company.

On December 1, 1995, the Company lent to Mr. Watson $933,300, the proceeds
of which Mr. Watson used to exercise a stock option that the Company had granted
in April 1992. The loan is evidenced by a promissory note bearing interest at 7%
and is payable in May 1999. In addition, during fiscal years 1993, 1995 and
1996, the Company made cash advances to Mr. Watson aggregating $452,200. These
advances are evidenced by four separate promissory notes, each bearing interest
at 7% and payable in May 1999. The greatest aggregate amount of principal and
interest outstanding under these five promissory notes during fiscal years 1996,
1997 and 1998 was $1,492,596, $1,589,581 and $1,686,566, respectively. Amounts
outstanding under all five notes are secured by 142,746 shares of Common Stock
held by Mr. Watson. At May 31, 1998, the aggregate amount of principal and
interest outstanding under these five promissory notes was approximately $1.7
million. Mr. Watson has indicated that he intends to repay all amounts
outstanding under these five promissory notes with the proceeds from the sale of
shares of Common Stock to be sold by him in the Offering.

CERTAIN TRANSACTIONS

On April 28, 1995, the Company sold land and a building to Gary Weber, Vice
President of the Company, in exchange for a note receivable of $325,000 bearing
interest at 9%. The purchase price for the land and building was established
through discussions with real estate agents and potential third-party
purchasers. The note and accrued interest are due on April 28, 2000 and are
secured by a first lien on the property. At that time, the Company agreed to
reduce the outstanding balance of the note, and related accrued interest, by 20%
per year as long as Mr. Weber stays in the employment of the Company. As a
result, the note receivable and related interest are being charged to
compensation expense over a five-year period. At May 31, 1998, the outstanding
balance of the note was $125,000.

The Company rents its Costa Mesa, California, office from a partnership
controlled by Jerry Denham, Kenneth H. Doll and Brent A. Bisnar, executive
officers of the Company. Total rental payments to this partnership were
$112,816, $94,740 and $64,740 for the years ended April 30, 1996, 1997 and 1998,
respectively. Bear Communications guaranteed payment of two promissory notes
that are secured by this property and were issued in connection with the
partnership's purchase of this property. The aggregate amount outstanding under
these notes was approximately $820,000 at May 31, 1998. It is anticipated that
this partnership will pay all amounts outstanding under these notes with the
proceeds from shares of Common Stock to be sold in the Offering by certain
partners.

41
<PAGE> 43

On March 31, 1998, the Company's wholly owned subsidiary, Condor Holdings,
acquired substantially all of the assets of Condor Communications. Rogelio R.
Betancourt and his spouse are the sole shareholders of Condor Communications. In
connection with this transaction, Mr. Betancourt became the President of Condor
Holdings. See "The Company."

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth certain information concerning the
beneficial ownership of Common Stock, as of April 30, 1998, by (a) each person
known by the Company to own beneficially more than 5% of the outstanding Common
Stock, (b) each director of the Company, (c) each Named Executive Officer and
(d) all executive officer and directors as a group. The Company believes that
each such shareholder has the sole voting and dispositive power over the shares
held by such shareholder except as otherwise indicated. See "Risk
Factors -- Control by Existing Shareholders."

<TABLE>
<CAPTION>
SHARES
SHARES BENEFICIALLY OWNED BEING SHARES BENEFICIALLY OWNED
BEFORE THE OFFERING(1) OFFERED AFTER THE OFFERING(L)
-------------------------- ------- --------------------------
BENEFICIAL OWNER NUMBER PERCENTAGE NUMBER NUMBER PERCENTAGE
<S> <C> <C> <C> <C> <C>
John P. Watson......................... 880,910 13.2% 129,333 725,975(2) 7.3%
Jerry Denham........................... 1,860,795 27.9% 129,333 1,705,860(2) 17.1%
Kenneth H. Doll........................ 1,660,709 24.9% 129,334 1,505,773(2) 15.1%
Gary Weber............................. -- -- -- -- --
Edward W. Rose III..................... 539,477 8.1% -- 539,477 5.4%
Brent A. Bisnar........................ 360,153 5.4% 38,000 322,153 3.2%
Morton L. Topfer....................... -- -- -- 76,806(2) 0.8%
All directors and executive officers as
a group (9 persons).................. 5,302,044 79.5% 426,000 4,876,044 48.7%
</TABLE>

- ------------------------------

* less than one percent

(1) Shares beneficially owned and percentage of ownership are based on 6,669,515
shares of Common Stock outstanding before the Offering and 10,002,515 shares
of Common Stock outstanding after the Offering. Shares outstanding after the
Offering assumes no exercise of the Underwriters over-allotment option.
Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes shares with respect to which a person has
voting or disposition power.

(2) Immediately prior to the closing of the Offering, it is anticipated that
each of Messrs. Watson, Denham and Doll will sell $333,334 of Common Stock
(25,602 shares) to Mr. Topfer at the Offering price, less underwriting
discounts and commissions. Such sales are reflected in "Shares Beneficially
Owned After the Offering" above.

42
<PAGE> 44

DESCRIPTION OF CAPITAL STOCK

The Company has authorized capital stock consisting of 50,000,000 shares of
Common Stock, $0.01 par value, and 1,000,000 shares of preferred stock, $0.01
par value. At April 30, 1998, there were 6,669,515 shares of Common Stock
outstanding, owned by 21 holders of record, and there were no shares of
preferred stock outstanding. A total of 1,100,000 shares of Common Stock are
reserved for future issuance under, and for issuance upon the exercise of
options granted or which may be granted under, the Stock Option Plan. See
"Management -- Stock Option Plan." A total of 500,000 shares of Common Stock are
reserved for issuance under the Stock Purchase Plan. See "Management -- Stock
Purchase Plan."

COMMON STOCK

The rights of the holder of each share of Common Stock are identical in all
respects. All outstanding shares of Common Stock are, and the shares of Common
Stock offered hereby when issued and paid for will be validly issued, fully paid
and nonassessable. All holders of Common Stock have full voting rights and are
entitled to one vote for each share held of record on all matters submitted to a
vote of the shareholders. Votes may not be cumulated in the election of
directors. Shareholders have no preemptive or subscription rights. The Common
Stock is neither redeemable nor convertible, and there are no sinking fund
provisions. Holders of Common Stock are entitled to dividends when, as and if
declared by the Board of Directors from funds legally available therefor and are
entitled, upon liquidation, to share ratably in all assets remaining after
payment of liabilities. The rights of holders of Common Stock will be subject to
any preferential rights of any preferred stock which may be issued in the
future.

PREFERRED STOCK

The Board of Directors of the Company is authorized (without any further
action by the shareholders) to issue preferred stock in one or more series and
to fix the voting rights, liquidation preferences, dividend rates, conversion
rights, redemption rights and terms, including sinking fund provisions, and
certain other rights and preferences. Satisfaction of any dividend preferences
of outstanding preferred stock would reduce the amount of funds available for
the payment of dividends on Common Stock. Also, holders of preferred stock would
normally be entitled to receive a preference payment in the event of any
liquidation, dissolution or winding-up of the Company before any payment is made
to the holders of Common Stock. In addition, under certain circumstances, the
issuance of preferred stock may render more difficult or tend to discourage a
merger, tender offer or proxy contest, the assumption of control by a holder of
a large block of the Company's securities or the removal of incumbent
management. The Board of Directors of the Company, without shareholder approval,
may issue preferred stock with voting and conversion rights which could
adversely affect the holders of Common Stock. The Company has no present
intention to issue any shares of preferred stock.

SPECIAL PROVISIONS OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION AND
AMENDED AND RESTATED BYLAWS

The provisions of the Company's Amended and Restated Articles of
Incorporation and Amended and Restated Bylaws summarized in the succeeding
paragraphs may be deemed to have an anti-takeover effect and may delay, defer or
prevent a tender offer or takeover attempt that a shareholder might consider in
such shareholder's best interest, including attempts that might result in a
premium over the market price for the shares held by shareholders.

Pursuant to the Company's Amended and Restated Articles of Incorporation,
the Company's Board of Directors by resolution may establish one or more series
of preferred stock having such number of shares, designations, relative voting
rights, dividend rates, liquidation and other rights, preferences and
limitations as may be fixed by the Board of Directors without any further
shareholder approval. Such rights, preferences, powers and limitations as may be
established could have the effect of impending or discouraging the acquisition
of control of the Company.

The Company's Amended and Restated Articles of Incorporation and/or Amended
and Restated Bylaws provide that (a) the Board of Directors is divided into
three classes that are elected for staggered three-year terms; (b) shareholders
may only remove a director for cause, and only by the affirmative vote of
holders of not less than two-thirds of the outstanding voting stock of the
Company; and (c) meetings of shareholders can

43
<PAGE> 45

be called only by the Chairman of the Board, President, a majority of the Board
of Directors or holders of not less than 25% of the shares entitled to vote at
such meeting. To be amended, these provisions require the affirmative vote of a
majority of the Board of Directors or the holders of not less than two-thirds of
the outstanding voting stock of the Company.

REGISTRATION RIGHTS

The Company has granted to all of its shareholders the right to register
shares of Common Stock owned by them in connection with the registration by the
Company of shares of Common Stock. The Company would bear the expenses of
registration of any such shareholder. See "Risk Factors -- Shares Eligible for
Future Sale; Registration Rights."

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this Offering, the current shareholders of the Company
will own approximately 61.7% of the outstanding Common Stock (58.4% if the
Underwriters' over-allotment option is exercised in full). Officers, directors
and certain shareholders of the Company, who will own 48.7% of the outstanding
shares following this offering (46.1% if the Underwriters' over-allotment option
is exercised in full), have agreed with the Underwriters not to sell, grant any
option to sell, transfer or otherwise dispose of, directly or indirectly, any
shares of Common Stock (other than those being sold pursuant to this offering)
for a period of 180 days following the date of this Prospectus without the prior
written consent of DLJ. See "Underwriting."

Upon completion of this offering, the Company will have 10,002,515 shares
of Common Stock outstanding (10,566,365 shares if the Underwriters'
over-allotment option is exercised in full). Of these shares, the 3,759,000
shares sold in this offering (4,322,850 shares if the Underwriters'
over-allotment option is exercised in full) will be freely tradeable in the
public market without restriction by persons other than affiliates of the
Company. All of the remaining shares are "restricted securities" within the
meaning of Rule 144 under the Securities Act. Approximately 1,367,471 shares
held for more than two years may be sold immediately following consummation of
the Offering. Following the expiration or release from the 180-day lock-up
agreements with the representatives of the Underwriters, approximately 4,799,238
additional shares of Common Stock will be eligible for sale in accordance with
the requirements of Rule 144, subject to compliance with certain volume
limitations. See "Underwriting."

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are required to be aggregated) who has beneficially owned, for at
least one year, shares of Common Stock that have not been registered under the
Securities Act or that were acquired from an "affiliate" of the Company, is
entitled to sell within any three month period a number of shares of Common
Stock that does not exceed the greater of 1% of the then-outstanding shares of
Common Stock (100,025 shares upon completion of this Offering) and the average
weekly reported trading volume in the Common Stock during the four calendar
weeks preceding such sale. Sales under Rule 144 also are subject to certain
notice and manner-of-sale requirements and the availability of current public
information about the Company. A person (or persons whose shares are aggregated)
who is not an affiliate of the Company (in general, a person who is not a
director, officer or principal shareholder of the Company) during the three
months prior to resale and who has beneficially owned such shares for at least
two years is entitled to sell such restricted stock under Rule 144 without
regard to the requirements discussed above, other than the manner-of-sale
provisions.

The Company is unable to estimate the number of shares that may be sold in
the future by its shareholders since this will depend on the market price for
the Common Stock, the personal circumstances of the shareholders and other
factors. Any sale of substantial amounts of shares in the open market may
significantly reduce the market price of the Common Stock offered hereby.

44
<PAGE> 46

The Company intends to file a registration statement on Form S-8 under the
Securities Act to register all of the shares of Common Stock issued or reserved
for future issuance under the Stock Option Plan and the Stock Purchase Plan.
After the effective date of those registration statements, shares purchased upon
exercise of options granted pursuant to those plans will be available for resale
in the public market without restriction by persons who are not affiliates of
the Company, and to the extent they are held by affiliates, pursuant to Rule
144, without observance of the holding period requirements. As of the date
hereof, there were options outstanding under the Stock Option Plan to purchase a
total of 406,000 shares of Common Stock, of which 21,480 are presently
exercisable.

UNDERWRITING

Subject to the terms and conditions contained in the Underwriting Agreement
dated , 1998 (the "Underwriting Agreement"), the underwriters named
below (the "Underwriters"), who are represented by Donaldson, Lufkin & Jenrette
Securities Corporation and CIBC Oppenheimer Corp. (the "Representatives"), have
severally agreed to purchase from the Company and the Selling Shareholders the
respective number of shares of Common Stock set forth opposite their names
below:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
<S> <C>
Donaldson, Lufkin & Jenrette Securities Corporation.........
CIBC Oppenheimer Corp. .....................................

---------
Total............................................. 3,759,000
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the several
Underwriters to purchase and accept delivery of the shares of Common Stock
offered are subject to approval by their counsel of certain legal matters and to
certain other conditions. The Underwriters are obligated to purchase and accept
delivery of all shares of Common Stock offered hereby (other than shares covered
by the over-allotment option described below) if any are purchased.

The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments that the Underwriters may be
required to make in respect thereof.

The Representatives have advised the Company that the Underwriters propose
initially to offer the shares of Common Stock in part directly to the public at
the initial public offering price set forth on the cover page of this Prospectus
and in part to certain dealers (including the Underwriters) at such price less a
concession not in excess of $ per share. The Underwriters may allow,
and such dealers may reallow, to certain other dealers a concession not in
excess of $ per share. After the initial offering of the Common Stock,
the public offering price and other selling terms may be changed by the
Representatives at any time without notice. The Underwriters do not intend to
confirm sales to any accounts over which they exercise discretionary authority.

45
<PAGE> 47

The Company has granted an option to the Underwriters, exercisable within
30 days after the date of this Prospectus, to purchase, from time to time, in
whole or in part, up to an aggregate of 563,850 additional shares of Common
Stock at the initial public offering price, less underwriting discounts and
commissions. The Underwriters may exercise such option solely to cover
overallotments, if any, made in connection with the Offering. To the extent that
the Underwriters exercise such option, each Underwriter will become obligated,
subject to certain conditions, to purchase its pro rata share of such additional
shares based on such Underwriter's percentage underwriting commitment as
indicated in the preceding table.

Each of the Company, its executive officers and directors and certain
shareholders of the Company (including the Selling Shareholders) has agreed,
subject to certain exceptions, not to (i) offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase or otherwise transfer or
dispose of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock or (ii) enter
into any swap or other arrangement that transfers all or a portion of the
economic consequences associated with the ownership of any Common Stock
(regardless of whether any of the transactions described in clause (i) or (ii)
is to be settled by the delivery of Common Stock, or such other securities, in
cash or otherwise) for a period of 180 days after the date of this Prospectus
without the prior written consent of DLJ. In addition, during such period, the
Company has also agreed not to file any registration statement with respect to,
and each of its executive officers, directors and certain shareholders of the
Company (including the Selling Shareholders) has agreed not to make any demand
for, or exercise any right with respect to, the registration of any shares of
Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock without DLJ's prior written consent.

Prior to the Offering, there has been no established trading market for the
Common Stock. The initial public offering price for the shares offered hereby
will be determined by negotiation among the Company representatives of the
Selling Shareholders and the Representatives. The factors to be considered in
determining the initial public offering price include the history of and the
prospects for the industry in which the Company competes, the past and present
operations of the Company, the historical results of operations of the Company,
the prospects for future earnings of the Company, the recent market prices of
securities of generally comparable companies and the general condition of the
securities markets at the time of the Offering.

The Common Stock has been approved for listing on the NYSE under the
trading symbol "BCG." The Underwriters have undertaken to sell shares of Common
Stock to ensure that the NYSE distribution standards relating to round lots,
public shares and aggregate market value will be satisfied.

Other than in the United States, no action has been taken by the Company,
the Selling Shareholders or the Underwriters that would permit a public offering
of the shares of Common Stock offered hereby in any jurisdiction where action
for that purpose is required. The shares of Common Stock offered hereby may not
be offered or sold, directly or indirectly, nor may this Prospectus or any other
offering material or advertisements in connection with the offer and sale of any
such shares of Common Stock be distributed or published in any jurisdiction,
except under circumstances that will result in compliance with the applicable
rules and regulations of such jurisdiction. Persons into whose possession this
Prospectus comes are advised to inform themselves about and to observe any
restrictions relating to the Offering of the Common Stock and the distribution
of this Prospectus. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any shares of Common Stock offered hereby in any
jurisdiction in which such an offer or a solicitation is unlawful.

In connection with the Offering, the Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Common Stock. Specifically, the Underwriters may overallot the Offering,
creating a syndicate short position. The Underwriters may bid for and purchase
shares of Common Stock in the open market to cover such syndicate short position
or to stabilize the price of the Common Stock. In addition, the underwriting
syndicate may reclaim selling concessions from syndicate members and selected
dealers if they repurchase previously distributed Common Stock in syndicate
covering transactions, in stabilizing transactions or otherwise. These
activities may stabilize or maintain the market price of the

46
<PAGE> 48

Common Stock above independent market levels. The Underwriters are not required
to engage in these activities, and may end any of these activities at any time.

LEGAL MATTERS

The validity of the issuance of the shares of Common Stock covered by this
Prospectus will be passed upon for the Company by Gardere & Wynne, L.L.P.,
Dallas, Texas. Certain legal matters pertaining to the Common Stock will be
passed upon for the Underwriters by Vinson & Elkins L.L.P., Dallas, Texas. Larry
Schoenbrun, a partner of Gardere & Wynne, L.L.P., owns 36,008 shares of Common
Stock of the Company.

EXPERTS

The consolidated financial statements of BearCom Group, Inc. and
subsidiaries as of April 30, 1997 and 1998, and for each of the years in the
three-year period ended April 30, 1998, have been included herein and in the
registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, appearing elsewhere herein, and upon
the authority of said firm as experts in accounting and auditing.

The financial statements of Condor Communications, Inc. as of December 31,
1996 and 1997, and for each of the years in the three-year period ended December
31, 1997, have been included herein and in the registration statement in
reliance upon the report of Saenz, Robledo, Sax & Company, P.A., independent
public accountants, appearing elsewhere herein, and upon the authority of said
firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 under the Securities Act with
respect to the Common Stock offered hereby. This Prospectus, which is part of
the Registration Statement, does not contain all of the information set forth in
the Registration Statement and the exhibits thereto. For further information
concerning the Company and the Common Stock, reference is made to the
Registration Statement and to the exhibits and schedules filed therewith, copies
of which may be inspected at the Commission's public reference facilities at 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, at the Northeast
Regional Office located at 7 World Trade Center, New York, New York 10048 and at
the Midwest Regional Office located at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, or copies of which may be obtained from the Commission
at such office upon payment of the fees prescribed by the Commission. The
summaries in this Prospectus of additional information included in the
Registration Statement or any exhibit thereto are qualified in their entirety by
reference to such information or exhibit filed with the Commission. The
Commission maintains a World Wide Web site on the Internet at http://www.sec.gov
that contains information concerning the Company.

The Company intends to furnish its shareholders with annual reports
containing audited financial statements and quarterly reports for each of the
first three quarters of each fiscal year containing interim unaudited financial
information.

47
<PAGE> 49

BEARCOM GROUP, INC. AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
BearCom Group, Inc.
Independent Auditors' Report.............................. F-2
Consolidated Balance Sheets as of April 30, 1997 and
1998................................................... F-3
Consolidated Statements of Income for the years ended
April 30, 1996, 1997 and 1998.......................... F-4
Consolidated Statements of Shareholders' Equity for the
years ended April 30, 1996, 1997 and 1998.............. F-5
Consolidated Statements of Cash Flows for the years ended
April 30, 1996, 1997 and 1998.......................... F-6
Notes to Consolidated Financial Statements................ F-7
Schedule II -- Valuation and Qualifying Accounts.......... F-15
Condor Communications, Inc.
Independent Auditors' Report.............................. F-16
Combined Balance Sheets as of December 31, 1996 and 1997
and March 31, 1998 (unaudited)......................... F-17
Combined Statements of Operations for the years ended
December 31, 1995, 1996 and 1997 and three months ended
March 31, 1997 and 1998 (unaudited).................... F-18
Combined Statements of Stockholders' Equity for the years
ended December 31, 1995, 1996 and 1997 and the three
months ended March 31, 1998 (unaudited)................ F-19
Combined Statements of Cash Flows for the years ended
December 31, 1995, 1996 and 1997 and three months ended
March 31, 1997 and 1998 (unaudited).................... F-20
Notes to Combined Financial Statements.................... F-21
</TABLE>

F-1
<PAGE> 50

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
BearCom Group, Inc.:

We have audited the accompanying consolidated balance sheets of BearCom
Group, Inc. and subsidiaries as of April 30, 1997 and 1998, and the related
consolidated statements of income, shareholders' equity and cash flows for each
of the years in the three-year period ended April 30, 1998. In connection with
our audits of the consolidated financial statements, we also have audited the
financial statement schedule II -- Valuation and Qualifying Accounts. These
consolidated financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement
schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of BearCom
Group, Inc. and subsidiaries as of April 30, 1997 and 1998, and the results of
their operations and their cash flows for each of the years in the three-year
period ended April 30, 1998, in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set forth
therein.

KPMG PEAT MARWICK LLP

Dallas, Texas

June 5, 1998, except for note 1(i)

which is as of June 24, 1998 and note 7

which is as of June 17, 1998

F-2
<PAGE> 51

BEARCOM GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

ASSETS (Note 7)

<TABLE>
<CAPTION>
APRIL 30
-------------------------
1997 1998
<S> <C> <C>
Current assets:
Cash...................................................... $ 185,309 $ 350,003
Receivables (notes 4, 6 and 10)........................... 8,854,035 18,206,611
Inventory................................................. 8,229,486 14,030,289
Deferred income taxes (note 9)............................ -- 124,443
Prepaid expenses and other................................ 1,812,502 1,767,372
----------- -----------
Total current assets.............................. 19,081,332 34,478,718
----------- -----------
Notes and interest receivable from employees (note 6)....... 851,281 883,266
Fixed assets, net (notes 5 and 8)........................... 4,285,702 7,533,022
Costs in excess of tangible net assets acquired, net (note
3)........................................................ 1,916,567 10,047,545
Other assets................................................ 310,282 705,244
----------- -----------
$26,445,164 $53,647,795
=========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable.......................................... $ 3,106,712 $ 8,360,778
Accrued expenses.......................................... 2,061,837 4,293,172
Current maturities of long-term debt (note 7)............. 105,773 1,348,880
Current maturities of obligations under capital leases
(note 8)............................................... 84,658 77,213
Federal income taxes payable.............................. -- 547,085
Deferred income taxes (note 9)............................ 497,735 --
----------- -----------
Total current liabilities......................... 5,856,715 14,627,128
----------- -----------
Long-term debt, less current maturities (note 7)............ 9,398,739 25,241,281
Obligations under capital leases, less current maturities
(note 8).................................................. 98,135 120,343
Deferred income taxes (note 9).............................. 203,206 277,069
Shareholders' equity (notes 6 and 7):
Preferred stock, $.01 par value; authorized 1,000,000
shares, none issued.................................... -- --
Common stock, $.01 par value; authorized 50,000,000
shares, 6,669,515 shares issued and outstanding........ 66,695 66,695
Additional paid-in capital................................ 3,756,971 3,756,971
Cumulative currency translation adjustment................ (2,886) (18,974)
Note receivable from shareholder.......................... (933,300) (933,300)
Retained earnings......................................... 8,000,889 10,510,582
----------- -----------
Total shareholders' equity........................ 10,888,369 13,381,974
Commitments (notes 6 and 8)
----------- -----------
$26,445,164 $53,647,795
=========== ===========
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE> 52

BEARCOM GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,
---------------------------------------
1996 1997 1998
<S> <C> <C> <C>
Revenues:
Product sales....................................... $54,131,117 $57,863,682 $76,051,426
Rental and other.................................... 9,146,929 11,777,823 20,473,048
----------- ----------- -----------
63,278,046 69,641,505 96,524,474
----------- ----------- -----------
Cost of revenues:
Cost of sales of products........................... 41,007,241 43,007,604 59,486,658
Rental and other.................................... 1,976,587 3,267,282 5,252,341
----------- ----------- -----------
42,983,828 46,274,886 64,738,999
----------- ----------- -----------
Gross profit................................ 20,294,218 23,366,619 31,785,475
Selling, general and administrative expenses.......... 16,697,029 19,757,789 26,685,708
----------- ----------- -----------
Operating income............................ 3,597,189 3,608,830 5,099,767
Interest expense...................................... 544,054 594,872 1,191,150
Interest income and other, net........................ 33,053 (73,391) (137,187)
----------- ----------- -----------
Income before income taxes.................. 3,020,082 3,087,349 4,045,804
Income taxes (note 9)................................. 1,173,335 1,185,046 1,536,111
----------- ----------- -----------
Net income.................................. $ 1,846,747 $ 1,902,303 $ 2,509,693
=========== =========== ===========
Net income per share:
Basic............................................... $ .30 $ .29 $ .38
=========== =========== ===========
Diluted............................................. $ .30 $ .29 $ .38
=========== =========== ===========
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE> 53

BEARCOM GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

YEARS ENDED APRIL 30, 1996, 1997 AND 1998

<TABLE>
<CAPTION>
CUMULATIVE NOTE
COMMON STOCK ADDITIONAL CURRENCY RECEIVABLE TOTAL
------------------- PAID-IN TRANSLATION FROM RETAINED SHAREHOLDERS'
SHARES AMOUNT CAPITAL ADJUSTMENT SHAREHOLDER EARNINGS EQUITY
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at April 30, 1995....... 6,002,724 $60,027 $2,830,339 $ -- $ -- $ 4,674,755 $ 7,565,121
Net income...................... -- -- -- -- -- 1,846,747 1,846,747
Issuance of common stock
(note 6)...................... 666,791 6,668 926,632 -- (933,300) -- --
Currency translation gain....... -- -- -- 16,536 -- -- 16,536
Distributions to shareholders... -- -- -- -- -- (422,916) (422,916)
--------- ------- ---------- -------- --------- ----------- -----------
Balance at April 30, 1996....... 6,669,515 66,695 3,756,971 16,536 (933,300) 6,098,586 9,005,488
Net income...................... -- -- -- -- -- 1,902,303 1,902,303
Currency translation loss....... -- -- -- (19,422) -- -- (19,422)
--------- ------- ---------- -------- --------- ----------- -----------
Balance at April 30, 1997....... 6,669,515 66,695 3,756,971 (2,886) (933,300) 8,000,889 10,888,369
Net income...................... -- -- -- -- -- 2,509,693 2,509,693
Currency translation loss....... -- -- -- (16,088) -- -- (16,088)
--------- ------- ---------- -------- --------- ----------- -----------
Balance at April 30, 1998....... 6,669,515 $66,695 $3,756,971 $(18,974) $(933,300) $10,510,582 $13,381,974
========= ======= ========== ======== ========= =========== ===========
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE> 54

BEARCOM GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,
---------------------------------------
1996 1997 1998
<S> <C> <C> <C>
Cash flows from operating activities:
Net income.......................................... $ 1,846,747 $ 1,902,303 $ 2,509,693
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization expense............ 1,169,918 1,643,732 2,143,188
Loss (gain) on disposal of assets................ 2,003 (5,313) --
Deferred income taxes............................ (488,222) (620,141) (548,315)
Changes in operating assets and liabilities,
exclusive of effects of acquisitions:
Receivables.................................... (1,204,415) (1,673,922) (5,711,788)
Inventory...................................... 1,355,884 (1,486,281) (2,031,420)
Prepaid expenses and other..................... (162,610) (662,825) 447,479
Notes and interest receivable from employees... 7,800 (31,985) (31,985)
Accounts payable............................... (871,536) 1,031,059 2,841,113
Accrued expenses............................... 824,683 931,675 1,539,073
Federal income taxes payable................... 571,302 (1,180,216) 544,368
----------- ----------- -----------
Net cash provided by (used in) operating
activities................................ 3,051,554 (151,914) 1,701,406
----------- ----------- -----------
Cash flows used in investing activities:
Additions to fixed assets........................... (1,429,063) (2,127,139) (1,869,298)
Increase in notes receivable from employees......... (52,200) -- --
Net cash paid as a result of acquisitions........... -- (1,073,664) (15,871,010)
----------- ----------- -----------
Net cash used in investing activities....... (1,481,263) (3,200,803) (17,740,308)
----------- ----------- -----------
Cash flows from financing activities:
Decrease in notes payable to bank................... (1,127,433) -- --
Increase in long-term debt.......................... -- 3,589,261 16,466,073
Repayment of long-term debt......................... (107,556) (62,429) (164,692)
Distributions to shareholders....................... (422,916) -- --
Payments of obligations under capital leases........ (45,319) (82,116) (97,785)
----------- ----------- -----------
Net cash provided by (used in) financing
activities................................ (1,703,224) 3,444,716 16,203,596
----------- ----------- -----------
Net increase (decrease) in cash....................... (132,933) 91,999 164,694
Cash at beginning of year............................. 226,243 93,310 185,309
----------- ----------- -----------
Cash at end of year................................... $ 93,310 $ 185,309 $ 350,003
=========== =========== ===========
</TABLE>

See accompanying notes to consolidated financial statements.

F-6
<PAGE> 55

BEARCOM GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 1996, 1997 AND 1998

(1) GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) General

BearCom Group, Inc. (formerly BearCom, Inc.), and subsidiaries (the
"Company"), is the surviving company resulting from the merger of Page-Com, Inc.
("Page-Com") and Bear Communications, Inc. ("Bear Communications") on December
27, 1995 (see note 2). The Company is principally in the business of selling and
renting site-based two-way radios, pagers and other wireless communication
equipment to customers throughout the United States, as well as a number of
foreign countries.

The consolidated financial statements include BearCom Group, Inc. and its
subsidiaries. All significant intercompany accounts and transactions have been
eliminated in consolidation.

(b) Inventory

Inventory consists primarily of two-way radios and accessories and is
stated at the lower of average cost or market. Inventory is stated net of
reserves for obsolete items of $196,413 and $555,312 at April 30, 1997 and 1998,
respectively.

Fixed assets are stated at cost. Depreciation is provided using the
straight-line method over the estimated useful lives of the related assets,
which range from 3 to 7 years for equipment and fixtures and 20 years for the
building. Rental equipment is depreciated over five years. Leasehold
improvements are amortized on a straight-line basis over the shorter of their
useful life or the related lease term. Renewals and improvements that
significantly add to the productive capacity or extend the useful life of an
asset are capitalized. Repairs and maintenance are charged to expense as
incurred.

(d) Costs in Excess of Tangible Net Assets Acquired

Costs in excess of tangible net assets acquired are being amortized using
the straight-line method over an estimated useful life of thirty years. The
Company assesses the recoverability of costs in excess of tangible net assets
acquired by determining whether the amortization of the balance over its
remaining life can be recovered through undiscounted future operating cash flows
of the acquired operation. The amount of impairment, if any, is measured based
on projected discounted future operating cash flows using a discount rate
reflecting the Company's average cost of funds. The assessment of recoverability
will be impacted if estimated future operating cash flows are not achieved.
Costs in excess of tangible net assets acquired are stated net of accumulated
amortization of $98,889 and $329,979 at April 30, 1997 and 1998, respectively.

(e) Revenue

The Company records revenue from product sales at the time the related
products are shipped. Sales are recorded net of returns and allowances.
Short-term (i.e., one month or less) rental revenue is recognized upon
completion of the rental contract. Long-term (i.e., over one month) rental
revenue is recognized on a monthly basis. Repair revenue is recognized when the
repair is completed and the equipment is shipped to the

F-7
<PAGE> 56

BEARCOM GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

customer. The Company provides a sixty-day warranty on repair work, and expenses
costs as incurred as historically the amounts have not been material. The
components of rental and other revenue are as follows:

<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,
----------------------------------------
1996 1997 1998
---------- ----------- -----------
<S> <C> <C> <C>
Rental revenue............................... $6,374,846 $ 8,511,434 $11,260,915
Repair revenue............................... 2,072,053 2,474,035 6,344,303
Commissions revenue and other................ 700,030 792,354 2,867,830
---------- ----------- -----------
$9,146,929 $11,777,823 $20,473,048
========== =========== ===========
</TABLE>

(f) Advertising Costs

The Company expenses the costs of advertising as incurred, except for
direct-response advertising and catalog costs which are capitalized and
amortized over their expected period of future benefit (generally one year).
Direct-response advertising costs consist primarily of the cost of mailing lists
and printing, postage and contract services related to catalogs used to market
the Company's products. Total advertising costs reported as assets included in
"prepaid expenses and other" were $1,413,898 and $1,226,280 at April 30, 1997
and 1998, respectively. Advertising expense was $1,654,995, $1,459,592 and
$2,117,904 for the years ended April 30, 1996, 1997 and 1998, respectively.

(g) Foreign Currency Translation

Financial statements of the Company's Australian subsidiary are translated
into U.S. dollars using the exchange rate at each balance sheet date for assets
and liabilities and the average exchange rate for each period for revenues,
expenses and gains and losses. Translation adjustments are reflected as a
component of stockholders' equity. Gains or losses from foreign currency
transactions are included in net income and were insignificant for all years
presented.

(h) Income Taxes

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

(i) Net Income Per Share

Basic net income per share is computed by dividing net income by the
weighted average number of common shares outstanding. Diluted net income per
share is computed by dividing net income by the weighted average number of
common shares plus the number of additional shares that would have resulted from
potentially dilutive securities. The Company effected a 643-for-1 stock split on
June 24, 1998. All share and per share information has been retroactively
restated to give effect to the stock split.

The weighted average number of shares outstanding for the year ended April
30, 1996 was 6,095,848. The weighted average number of shares outstanding for
the years ended April 30, 1997 and 1998 was 6,669,515. The Company's only
potentially dilutive securities related to the stock options exercised in
December 1995, which were not dilutive for the year ended April 30, 1996. There
were no potentially dilutive securities for the years ended April 30, 1997 and
1998.

F-8
<PAGE> 57

BEARCOM GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(j) Statement of Cash Flows Information

For purposes of the statement of cash flows, the Company considers all
highly liquid investments with original maturities of three months or less to be
cash equivalents. There were no cash equivalents at April 30, 1997 or 1998.

Supplemental cash flow information related to interest and income taxes
paid follows:

<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,
------------------------------------
1996 1997 1998
<S> <C> <C> <C>
Interest paid.................................... $ 547,790 $ 595,592 $1,045,117
========== ========== ==========
Income taxes paid................................ $1,186,517 $2,798,863 $1,316,851
========== ========== ==========
</TABLE>

In fiscal 1996, there was a noncash transaction related to the sale of
common stock to an officer of the Company in exchange for a full recourse note
(see note 6). In 1996, the Company entered into capital leases for equipment
totalling $125,955.

(k) Use of Management Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

(l) Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of

Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceed the fair value of the assets. Assets to be disposed
of are reported at the lower of the carrying amount or fair value less costs to
sell.

(2) MERGER

On December 27, 1995, Page-Com issued 4,001,710 shares of its common stock
in exchange for all of the outstanding common stock of Bear Communications in a
transaction accounted for as a pooling-of-interests. Accordingly, the
consolidated financial statements for periods prior to the combination have been
restated to combine the accounts and results of operations of Page-Com and Bear
Communications. There were no significant transactions between Page-Com and Bear
Communications prior to the combination.

(3) ACQUISITIONS

During the years ended April 30, 1997 and 1998, the Company acquired
several communication equipment businesses. Included in these acquisitions was
one significant acquisition, completed in March 1998, in which the Company
acquired the assets of two related entities which sell communications equipment
and is awaiting regulatory approval for the acquisition of a third related
entity (which is individually immaterial). The purchase price of $7,000,000 was
financed through borrowings under the long-term debt arrangement. The agreement
also requires additional consideration be paid over the next two twelve-month
periods ending March 31, 1999 and 2000 equal to fifty percent of the first
$3,000,000 of earnings

F-9
<PAGE> 58

BEARCOM GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

before interest, taxes, depreciation and amortization ("EBITDA"), as defined,
provided that EBITDA is $2,000,000 or greater, and twenty-five percent of EBITDA
in excess of $3,000,000 without limitation.

The Company used the purchase method to account for these acquisitions, and
accordingly, the results of operations of the acquired operations have been
included in the Company's consolidated statements of income from the respective
acquisition dates. The fair values assigned to certain assets acquired and
liabilities assumed are based on preliminary estimates which are subject to
change. Management does not expect the estimated values to change materially.

The fair values assigned to assets acquired and liabilities assumed, net of
cash acquired, are as follows:

<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,
------------------------
1997 1998
---------- -----------
<S> <C> <C>
Net working capital (deficit)............................... $ (74,000) $ 3,732,449
Property and equipment...................................... 86,000 3,482,074
Costs in excess of tangible net assets acquired............. 1,482,000 8,656,487
---------- -----------
$1,494,000 $15,871,010
========== ===========
</TABLE>

The acquisitions made during the year ended April 30, 1997 were funded by
approximately $1,074,000 in cash, $120,000 in credit for future purchases and
$300,000 in long-term debt. The acquisitions made during the year ended April
30, 1998 were funded by cash primarily from the Company's line of credit (See
Note 7).

Unaudited pro forma financial information for the years ended April 30,
1997 and 1998 as though the acquisitions had taken place on May 1, 1996 follows:

<TABLE>
<CAPTION>
YEARS ENDED APRIL 30
----------------------------
1997 1998
<S> <C> <C>
Revenues................................................ $129,984,000 $149,083,000
Net income.............................................. 2,898,000 3,945,000
Earnings per share:
Basic................................................. .48 .59
Diluted............................................... .48 .59
</TABLE>

The pro forma financial information is for informational purposes only and
may not necessarily reflect the results of operations of the combined entity had
the acquired businesses operated as a whole for the periods presented.

(4) RECEIVABLES

<TABLE>
<CAPTION>
APRIL 30
------------------------
1997 1998
<S> <C> <C>
Trade....................................................... $8,810,525 $19,321,283
Federal income taxes........................................ 57,975 -
State income taxes.......................................... 117,184 86,152
Other....................................................... 229,787 274,439
---------- -----------
9,215,471 19,681,874
Less allowance for doubtful accounts........................ 361,436 1,475,263
---------- -----------
$8,854,035 $18,206,611
========== ===========
</TABLE>

F-10
<PAGE> 59

BEARCOM GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(5) FIXED ASSETS

<TABLE>
<CAPTION>
APRIL 30
------------------------
1997 1998
<S> <C> <C>
Land and building........................................... $ -- $ 820,919
Equipment and fixtures...................................... 3,472,650 5,041,046
Rental equipment............................................ 5,181,432 8,085,889
Leasehold improvements...................................... 304,376 332,987
---------- -----------
8,958,458 14,280,841
Less accumulated depreciation............................... 4,672,756 6,533,306
---------- -----------
$4,285,702 $ 7,747,535
========== ===========
</TABLE>

(6) RELATED PARTY TRANSACTIONS

The Company has notes and interest receivable from a shareholder/officer
related to cash advances of $656,281 and $753,266 at April 30, 1997 and 1998,
respectively. The notes bear interest at 7% with all unpaid interest and
principal due in May 1999. The notes are secured by 142,746 shares of the
Company's common stock. In a separate transaction, this officer exercised
options in December 1995 to acquire 666,791 shares of Page-Com's common stock at
a price of $1.40 per share. The options were granted in April 1992. The exercise
of the options was funded by a full recourse loan from the Company of $933,300
bearing interest at 7% and due in April 1999. The Company has no other options
outstanding.

On April 28, 1995, the Company sold land and a building to an employee who
was the former owner of Page-Com in exchange for a note receivable of $325,000
bearing interest at 9%. The note and accrued interest are due on April 28, 2000
and are secured by a first lien on the property. The Company has agreed to
reduce the outstanding balance of the note, and related accrued interest, by 20%
per year as long as this employee stays in the employment of the Company. As a
result, the note receivable and related interest are being charged to
compensation expense over a five-year period. Compensation expense of $94,250
was recognized pursuant to this transaction for each of the years ended April
30, 1996, 1997 and 1998.

The Company rents its Costa Mesa, California office from an affiliated
partnership pursuant to a verbal arrangement. Total rent paid to the partnership
was $112,816, $94,740 and $64,740 for the years ended April 30, 1996, 1997 and
1998, respectively. The Company guarantees payment of two promissory notes
totalling $820,000 that are secured by this property.

(7) LONG-TERM DEBT

Long-term debt at April 30, 1997 and 1998 consists of the following:

<TABLE>
<CAPTION>
APRIL 30
------------------------
1997 1998
<S> <C> <C>
Revolving line of credit.................................... $7,964,010 $21,854,132
Acquisition line of credit.................................. 1,180,000 --
Term note................................................... -- 4,479,167
Note payable, interest at 8.5%, due in annual installments
through June 2000......................................... 300,000 237,977
Automobile loans, interest ranging 8.5% to 14%, due in
monthly installments through December 2000................ 60,502 18,885
---------- -----------
9,504,512 26,590,161
Less current maturities..................................... 105,773 1,348,880
---------- -----------
$9,398,739 $25,241,281
========== ===========
</TABLE>

F-11
<PAGE> 60
BEARCOM GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company has a credit agreement with a bank (the "Senior Bank
Facility"), as amended on March 27, 1998, which provides for borrowings of up to
$30,000,000 in the form of a $25,000,000 working capital line of credit
("revolving line of credit") and a $5,000,000 term note. The revolving line of
credit is due on November 5, 1999 and bears interest at either an adjusted LIBOR
rate (5.66% at April 30, 1998) plus 1.25% or at the bank's prime rate (8.5% at
April 30, 1998). At the request of the Company, the bank may issue letters of
credit to the Company's vendors for the acquisition of inventory. The aggregate
outstanding amount of any letters of credit constitute a portion of the
revolving line of credit and shall not exceed $2,000,000. The actual amount
available to the Company on a daily basis under its revolving line of credit is
based on the "free cash flow" of the Company as defined by the agreement. The
term note is due in equal monthly installments through November 5, 2001 and
bears interest at either an adjusted LIBOR rate plus 1.35% or at the bank's
prime rate. Borrowings under the Senior Credit Facility are secured by
substantially all the assets of the Company.

The Senior Bank Facility agreement restricts the Company's ability to issue
or redeem capital stock, incur additional debt and pay dividends. It also
requires the Company to maintain financial ratios including minimum working
capital (as defined) of $12.0 million, not less than $1,000 of quarterly net
income, and a ratio of debt (as defined) to tangible net worth (as defined) of
not less than 2:1. On June 17, 1998, the Senior Bank Facility was amended such
that for periods subsequent to July 31, 1998, failure to meet the ratio of debt
to tangible net worth is not an event of default, but may result in an increase
in interest rates. The fair market value of the note payable to bank is
estimated to approximate the related book value based on current market rates.

Scheduled debt maturities (excluding capital leases) subsequent to April
30, 1998 are as follows: $1,348,880 in 1999, $23,187,113 in 2000, $1,325,000 in
2001, and $729,168 in 2002.

(8) LEASES

The Company leases certain of its operating facilities and equipment under
both capital and operating leases. At April 30, 1998, minimum rental payments
under these leases are as follows:

<TABLE>
<CAPTION>
YEAR ENDED APRIL 30 CAPITAL OPERATING
<S> <C> <C>
1999........................................................ $101,995 $1,043,933
2000........................................................ 73,944 539,797
2001........................................................ 42,579 343,033
2002........................................................ 33,958 63,196
2003........................................................ --
--------
Total minimum payments due........................ 252,476
Less amount representing interest........................... 54,920
--------
Present value of minimum lease payments........... 197,556
Less current maturities of obligations under capital
leases.................................................... 77,213
--------
Obligations under capital leases, less current maturities... $120,343
========
</TABLE>

At April 30, 1997 and 1998, equipment and fixtures and related accumulated
amortization recorded under capital leases were as follows:

<TABLE>
<CAPTION>
APRIL 30,
-------------------
1997 1998
<S> <C> <C>
Equipment and fixtures...................................... $372,282 $486,390
Less accumulated amortization............................... 198,206 272,662
-------- --------
$174,076 $213,728
======== ========
</TABLE>

F-12
<PAGE> 61

BEARCOM GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Rental expense under operating leases was $500,525, $594,329 and $844,869
for the years ended April 30, 1996, 1997 and 1998, respectively.

(9) INCOME TAXES

Income tax expense for the years ended April 30, 1996, 1997 and 1998
consists of:

<TABLE>
<CAPTION>
APRIL 30,
------------------------------------
1996 1997 1998
<S> <C> <C> <C>
Current:
Federal........................................ $1,511,129 $1,627,956 $1,733,309
Foreign........................................ -- -- 82,927
State.......................................... 150,428 177,231 268,190
---------- ---------- ----------
1,661,557 1,805,187 2,084,426
Deferred......................................... (488,222) (620,141) (548,315)
---------- ---------- ----------
$1,173,335 $1,185,046 $1,536,111
========== ========== ==========
</TABLE>

Actual income tax expense differs from "expected" income tax expense
computed by applying the U.S. federal corporate tax rate of 34% to income before
income taxes as follows:

<TABLE>
<CAPTION>
APRIL 30,
------------------------------------
1996 1997 1998
<S> <C> <C> <C>
Expected tax expense............................. $1,026,828 $1,049,699 $1,375,573
State income taxes, net of federal benefit....... 99,282 116,972 177,005
Other............................................ 47,225 18,375 (16,467)
---------- ---------- ----------
Actual tax expense............................... $1,173,335 $1,185,046 $1,536,111
========== ========== ==========
</TABLE>

The tax effects of temporary differences that give rise to significant
portions of deferred tax assets and liabilities at April 30, 1997 and 1998 are
as follows:

<TABLE>
<CAPTION>
APRIL 30,
-------------------
1997 1998
<S> <C> <C>
Deferred tax assets:
Allowance for doubtful accounts........................... $140,960 $411,821
Inventory obsolescence reserve............................ 76,601 188,031
Other..................................................... 24,319 62,011
-------- --------
Total gross deferred tax assets................... 241,880 661,863
-------- --------
Deferred tax liabilities:
Fixed assets.............................................. 203,206 279,128
Prepaid expenses and other................................ 582,537 511,961
Unapplied receipts........................................ 157,078 23,400
-------- --------
Total gross deferred tax liabilities.............. 942,821 814,489
-------- --------
Net deferred tax liability........................ $700,941 $152,626
======== ========
</TABLE>

No valuation allowances were considered necessary at April 30, 1997 or 1998
as management believes it is more likely than not that the existing deductible
temporary differences will be offset by future reversals of differences
generating taxable income.

F-13
<PAGE> 62

BEARCOM GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(10) BUSINESS AND CREDIT CONCENTRATIONS

The Company's customers are located primarily throughout the United States.
The Company had no customers who accounted for more than 10% of consolidated
sales in 1996, 1997 or 1998.

Substantially all of the Company's sales are made on credit. The Company
evaluates credit risks on an individual basis before extending credit to its
customers, and it believes the allowance for doubtful accounts adequately
provides for loss or uncollectible accounts.

(11) EMPLOYEE BENEFITS PLAN

The Company maintains a 401(k) profit sharing plan for substantially all
employees. Effective February 1, 1996, the Company matches 75% of employee
contributions up to 5% of their compensation. Prior to February 1, 1996,
Page-Com matched 100% and Bear Communications matched 50% of employee
contributions up to 5% of their compensation. Company contributions of $198,599,
$240,977 and $312,389 for the years ended April 30, 1996, 1997 and 1998,
respectively, were charged to expense.

F-14
<PAGE> 63

SCHEDULE II
BEARCOM GROUP, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO DEDUCTIONS BALANCE AT
BEGINNING CHARGED TO OTHER (PRIMARILY END OF
DESCRIPTION OF PERIOD EARNINGS ACCOUNTS(1) WRITE-OFFS) YEAR
<S> <C> <C> <C> <C> <C>
Year ended April 30, 1996:
Allowance for doubtful accounts... $ 58,000 $234,216 $ -- $142,216 $ 150,000
======== ======== ======== ======== ==========
Reserve for inventory
obsolescence................... 230,000 422,016 -- 372,038 279,978
======== ======== ======== ======== ==========
Accumulated amortization.......... 53,085 12,755 -- -- 65,840
======== ======== ======== ======== ==========
Year ended April 30, 1997:
Allowance for doubtful accounts... $150,000 $404,590 $ -- $193,154 $ 361,436
======== ======== ======== ======== ==========
Reserve for inventory
obsolescence................... 279,978 -- -- 83,565 196,413
======== ======== ======== ======== ==========
Accumulated amortization.......... 65,840 33,049 -- -- 98,889
======== ======== ======== ======== ==========
Year ended April 30, 1998:
Allowance for doubtful accounts... $361,436 $858,185 $779,000 $523,358 $1,475,263
======== ======== ======== ======== ==========
Reserve for inventory
obsolescence................... 196,413 342,565 381,153 364,819 555,312
======== ======== ======== ======== ==========
Accumulated amortization.......... 98,889 231,090 -- -- 329,979
======== ======== ======== ======== ==========
</TABLE>

- ---------------

(1) Represents amounts assumed as a result of acquisitions.

F-15
<PAGE> 64

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
of Condor Communications, Inc. and Affiliates
Miami, Florida

We have audited the accompanying combined balance sheets of Condor
Communications, Inc., and affiliates as of December 31, 1996 and 1997 and the
related combined statements of operations, stockholders' equity, and cash flows
for the years ended December 31, 1995, 1996 and 1997. The combined financial
statements include the financial statements of Condor Communications, Inc.,
Condor Communications, Ltd., Condor East, Spol, s.r.o., and Condor CZ, s.r.o.,
which are related through common ownership and management. These combined
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these combined financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of Condor
Communications, Inc., Condor Communications, Ltd., Condor East, Spol, s.r.o. and
Condor CZ, s.r.o. as of December 31, 1996 and 1997, and the combined results of
their operations and their cash flows for the three-year period ended December
31, 1997, in conformity with generally accepted accounting principles.

The combined financial statements as of March 31, 1998 and for the three
months ended March 31, 1997 and 1998 were reviewed by us, and our report
thereon, dated June 19, 1998 stated we were not aware of any material
modifications that should be made to those statements for them to be in
conformity with generally accepted accounting principles. However, a review is
substantially less in scope than an audit and does not provide a basis for the
expression of an opinion on the financial statements taken as a whole.

SAENZ, ROBLEDO, SAX & COMPANY, P.A.

Miami, Florida
May 8, 1998

F-16
<PAGE> 65

CONDOR COMMUNICATIONS, INC. AND AFFILIATES

COMBINED BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31 MARCH 31
------------------------ -----------
1996 1997 1998
(UNAUDITED)
<S> <C> <C> <C>
Current Assets:
Cash.................................................. $ 174,757 $ 90,119 $ 806,928
Receivables, net of allowance of $614,669 and $779,002
at December 31, 1996 and 1997, and 779,002 at March
31, 1998, respectively............................. 4,327,964 3,998,455 2,603,908
Advances to suppliers................................. 365,081 309,497 163,599
Inventory............................................. 1,861,621 1,685,915 3,422,609
Prepaid expenses...................................... -- 3,288 43,854
----------- ---------- ----------
Total current assets.......................... 6,729,423 6,087,274 7,040,898
----------- ---------- ----------
Fixed assets, net..................................... 852,282 951,688 927,587
Investment in subsidiary.............................. 211,108 231,233 231,234
Other assets.......................................... 4,800 4,800 4,996
----------- ---------- ----------
$ 7,797,613 $7,274,995 $8,204,715
=========== ========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable...................................... $ 2,113,832 $1,914,823 $2,168,849
Revolving line of credit.............................. -- 285,000 723,216
Current maturities of obligations under capital
leases............................................. -- 16,853 17,754
Customer deposits..................................... 359,932 903,516 82,678
----------- ---------- ----------
Total current liabilities..................... 2,473,764 3,120,192 2,992,497
----------- ---------- ----------
Obligations under capital leases, less current
maturities............................................ -- 86,728 81,937
Stockholders' equity:
Common stock, $1 par value; authorized 10,700 shares;
9,600 and 9,700 shares issued and outstanding at
December 31, 1996 and 1997, and 9,700 at March 31,
1998, respectively................................. 9,600 9,700 9,700
Additional paid in capital............................ 4,354 174,254 174,254
Retained earnings..................................... 5,309,895 3,884,121 4,946,327
----------- ---------- ----------
Total stockholders' equity.................... 5,323,849 4,068,075 5,130,281
----------- ---------- ----------
$ 7,797,613 $7,274,995 $8,204,715
=========== ========== ==========
</TABLE>

See accompanying notes to financial statements

F-17
<PAGE> 66

CONDOR COMMUNICATIONS, INC. AND AFFILIATES

COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
THREE MONTHS
YEARS ENDED DECEMBER 31 ENDED MARCH 31 (UNAUDITED)
--------------------------------------- ---------------------------
1995 1996 1997 1997 1998
<S> <C> <C> <C> <C> <C>
Sales....................... $43,471,880 $45,528,871 $50,681,105 $10,504,327 $12,776,582
Cost of sales............... 38,518,198 38,401,802 44,964,247 9,288,972 10,614,103
----------- ----------- ----------- ----------- -----------
Gross profit.............. 4,953,682 7,127,068 5,716,858 1,215,355 2,162,479
Selling, general and
administrative expenses... 4,523,860 4,397,238 4,679,759 1,493,195 691,958
----------- ----------- ----------- ----------- -----------
Operating income.......... 429,822 2,729,830 1,037,099 (277,840) 1,470,521
Interest expense............ -- 1,003 -- 2,252 16,227
Other (income) expense,
net....................... (23,705) (99,822) 230,717 54,955 249,145
----------- ----------- ----------- ----------- -----------
Net income (loss)......... $ 453,527 $ 2,828,649 $ 1,267,816 $ (335,047) $ 1,205,149
=========== =========== =========== =========== ===========
</TABLE>

See accompanying notes to financial statements.

F-18
<PAGE> 67

CONDOR COMMUNICATIONS, INC. AND AFFILIATES

COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997 AND THREE MONTHS ENDED
MARCH 31, 1998

<TABLE>
<CAPTION>
TOTAL
ADDITIONAL PAID RETAINED STOCKHOLDERS'
COMMON STOCK IN CAPITAL EARNINGS EQUITY
<S> <C> <C> <C> <C>
Balance at December 31, 1994.......... $9,600 $ 4,354 $ 4,979,134 $ 4,993,088
Net income............................ -- -- 453,527 453,527
Distributions......................... -- -- (1,232,293) (1,232,293)
------ -------- ----------- -----------
Balance at December 31, 1995.......... 9,600 4,354 4,200,368 4,214,322
Net income............................ -- -- 2,828,649 2,828,649
Distributions......................... -- -- (1,719,121) (1,719,121)
------ -------- ----------- -----------
Balance at December 31, 1996.......... 9,600 4,354 5,309,896 5,323,850
Net income............................ -- -- 1,267,816 1,267,816
Issuance of common stock.............. 100 169,900 -- 170,000
Distributions......................... -- -- (2,693,591) (2,693,591)
------ -------- ----------- -----------
Balance at December 31, 1997.......... $9,700 $174,254 $ 3,884,121 $ 4,068,075
Net income (unaudited)................ -- -- 1,205,149 1,205,149
Distributions (unaudited)............. -- -- (142,943) (142,943)
------ -------- ----------- -----------
Balance at March 31, 1998
(unaudited)......................... $9,700 $174,254 $ 4,946,327 $ 5,130,281
====== ======== =========== ===========
</TABLE>

See accompanying notes to financial statements.

F-19
<PAGE> 68

CONDOR COMMUNICATIONS, INC. AND AFFILIATES

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31
YEARS ENDED DECEMBER 31 (UNAUDITED)
--------------------------------------- ---------------------------
1995 1996 1997 1997 1998
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss).............................. $ 453,527 $ 2,828,649 $ 1,267,816 $ (335,047) $ 1,205,149
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization expense........ 136,722 161,026 210,788 42,460 37,882
Changes in operating assets and liabilities:
Receivables............................... (146,234) (1,790,483) (329,509) 1,773,726 1,394,547
Advances to suppliers..................... 258,482 (360,316) 55,584 249,903 145,898
Inventory................................. (465,940) 1,139,517 175,706 (877,580) (1,736,694)
Prepaid expenses.......................... (4,822) -- (3,288) -- (40,566)
Accounts payable.......................... 575,344 322,684 (199,001) 2,853 254,026
Customer deposits......................... 178,829 (126,397) 543,584 (148,513) (820,838)
----------- ----------- ----------- ----------- -----------
Net cash provided by operating
activities......................... 985,908 2,174,680 2,380,690 707,802 439,404
Cash flows from investing activities:
Additions to fixed assets.................... (173,834) (232,420) (206,633) (1,744) (18,142)
Investment in subsidiary..................... -- (211,108) (20,104) -- 470
Increase in other assets..................... (300) (2,000) -- (1,969) (196)
----------- ----------- ----------- ----------- -----------
Net cash used in investing
activities......................... (174,134) (445,528) (226,737) (3,713) (17,868)
Cash flows from financing activities:
Borrowings on line of credit................. 200,000 -- 574,763 124,762 438,216
Repayments on line of credit................. (30,000) (170,000) (289,763) -- --
Issuance of common stock..................... -- -- 170,000 -- --
Distributions to stockholders............. (1,232,293) (1,719,121) (2,693,591) (476,000) (142,943)
----------- ----------- ----------- ----------- -----------
Net cash used in financing
activities......................... (1,062,293) (1,889,121) (2,238,591) (351,238) 295,273
Net decrease in cash........................... (250,519) (159,969) (84,638) 352,851 716,809
Cash at beginning of period.................... 585,245 334,726 174,757 174,757 90,119
----------- ----------- ----------- ----------- -----------
Cash at end of period.......................... $ 334,726 $ 174,757 $ 90,119 $ 527,608 $ 806,928
=========== =========== =========== =========== ===========
</TABLE>

See accompanying notes to financial statements.

F-20
<PAGE> 69

CONDOR COMMUNICATIONS, INC. AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997 AND MARCH 31, 1998

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Condor Communications,
Inc. and affiliated companies (the "Group") is presented to assist in
understanding the Group's financial statements. The financial statements and
notes are representations of the Group's management who is responsible for their
integrity and objectivity. These accounting policies conform to generally
accepted accounting principles and have been consistently applied in the
preparation of the financial statements.

BUSINESS ACTIVITY

The Group is principally engaged in the sale of site-based two way radios
and other wireless communication equipment.

BASIS OF COMBINATION

The combined financial statements include the accounts of Condor
Communications, Inc., Condor Communications, Ltd., Condor East, Spol, s.r.o.,
and Condor CZ, s.r.o., which are related through common ownership and
management. All significant intercompany accounts and transactions have been
eliminated in combination.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.

CASH EQUIVALENTS

Securities with maturities of three months or less when purchased are
treated as cash equivalents in presenting the statement of cash flows. There
were no cash equivalents at December 31, 1996 and 1997 or March 31, 1998.

Non-cash transactions consist of a capital lease obligation in the amount
of $114,108 entered into for the purchase of equipment in 1997.

INVENTORY

Inventory consists primarily of two-way radios and accessories and is
stated at the lower of cost or market. Inventory is stated net of reserves for
obsolete items of $268,167 and $377,493 at December 31, 1996 and 1997, and
$881,748 at March 31, 1998, respectively.

FIXED ASSETS

Property and equipment are stated at cost, and depreciation is provided
principally using accelerated methods over the useful lives of the respective
assets. Maintenance and repairs are charged to expense as incurred, and major
improvements are capitalized. Upon retirement, sale or other disposition of
property and equipment, the cost and accumulated depreciation are removed from
the accounts and any gain or loss is included in the results of operations.

F-21
<PAGE> 70
CONDOR COMMUNICATIONS, INC. AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The estimated useful lives of major asset classes are as follows:

<TABLE>
<S> <C>
Furniture and Fixtures...................................... 7 years
Computer Equipment.......................................... 5 years
Machinery and Equipment..................................... 5 years
Transportation Equipment.................................... 5 years
Buildings................................................... 31.5 years
Building Improvements....................................... 31.5 years
</TABLE>

Depreciation and amortization expense was $136,722, $161,026 and $210,788
in 1995, 1996 and 1997 and $42,460 and $37,882 for the three months ended March
31, 1997 and 1998, respectively.

REVENUE

The Group records revenue from product sales at the time the related
products are shipped. Sales are recorded net of returns and allowances.

FOREIGN CURRENCY TRANSLATION

Financial statements of the combined entities for Condor East, Spol, s.r.o.
and Condor C2, s.r.o. are translated into U.S. dollars using the exchange rate
at each balance sheet date. The resulting translation gain or loss is immaterial
and has been historically classified as accounts payable. Gains or losses from
foreign currency transactions are immaterial and have been included in net
income.

IMPAIRMENT OF LONG LIVED ASSETS AND LONG LIVED ASSETS TO BE DISPOSED OF

Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not recoverable.
Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of an asset to future net cash flows expected to be generated by
the asset. If such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the assets
exceeds the fair value of the assets. Assets to be disposed of are reported at
the lower of the carrying amount or fair value less costs to sell.

NOTE 2: FIXED ASSETS

Fixed assets are comprised of the following:

<TABLE>
<CAPTION>
DECEMBER 31
---------------------- MARCH 31
1996 1997 1998
--------- --------- ---------
<S> <C> <C> <C>
Land.............................................. 137,374 137,374 137,374
Buildings......................................... 265,006 435,006 435,006
Building Improvements............................. 144,719 144,719 144,719
Furniture and Fixtures............................ 160,761 162,064 162,064
Office and Computer Equipment..................... 217,090 241,614 259,756
Transportation Equipment.......................... 60,008 60,008 60,008
Machinery and Equipment........................... 474,781 589,168 589,168
--------- --------- ---------
1,459,739 1,769,953 1,788,095
Accumulated Depreciation.......................... (607,457) (810,316) (860,508)
--------- --------- ---------
852,282 959,637 927,587
========= ========= =========
</TABLE>

F-22
<PAGE> 71
CONDOR COMMUNICATIONS, INC. AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 3: INVESTMENT IN SUBSIDIARY

In 1996, Condor Communications, Ltd. invested in a 50% equity interest in
Condor Telecommunications, S.A., a corporation incorporated under the laws of
Venezuela. This investment is accounted for using the equity method of
accounting, and the Group's income from this subsidiary was not material for the
years ended December 31, 1996 and 1997 or the three months ended March 31, 1998.
There are no differences between the carrying value of this investment and
Condor's equity in the net assets of the investee. There is no market quote for
this investment and no known material contingencies of the investee.

NOTE 4: INCOME TAXES

Condor Communications, Inc., the principal operating company within the
Group, has elected to be taxed under the Internal Revenue Code to be an S
Corporation. In lieu of corporate income taxes, the shareholders of an S
Corporation are taxed on their proportionate share of the company's taxable
income. Accordingly, provisions for income taxes have not been made on its
earnings. The affiliated companies in the Group serve as distribution channels
and either do not have material net earnings over the three year period ended
December 31, 1997 or operate out of a tax haven with no corporate income taxes.
As a consequence, no provision for income taxes has been made in the combined
financial statements.

NOTE 5: REVOLVING LINE OF CREDIT

Revolving line of credit consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31
--------------- MARCH 31,
1996 1997 1998
---- -------- ---------
<S> <C> <C> <C>
8.50% demand note payable............................... $ -- $285,000 $723,216
==== ======== ========
</TABLE>

Condor Communications, Inc. has a revolving line of credit facility with a
bank funded with a demand note payable that provides for borrowing in the amount
of $2,000,000 of which $1,715,000 was unused at December 31, 1997. Bank advances
on the credit line bear interest at the bank's base (prime) rate. The revolving
line of credit is due May 31, 1998, is annually renewable, and is collateralized
by substantially all corporate assets and a personal guarantee from Condor
Communications, Inc.'s stockholders.

Condor East, s.r.o. has a short-term line of credit in the amount of
$289,000 to back letters of guarantee issued to the Czech customs authorities.
There have been no drawings on the facility to date, and it is secured with a
guarantee of repayment by Condor Communications, Inc. to the issuing bank.

NOTE 6: LEASES

The Group leases certain machinery and equipment under a capital lease. The
economic substance of the lease is that the Group is financing the acquisition
of the assets through the lease, and accordingly it is

F-23
<PAGE> 72
CONDOR COMMUNICATIONS, INC. AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

recorded in the Group's assets and liabilities. At March 31, 1998, minimum
rental payments required under the lease together with their present value are
as follows:

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31
-------------------
<S> <C>
1999........................................................ $ 37,044
2000........................................................ 37,044
2001........................................................ 37,044
2002........................................................ 33,957
--------
Total minimum payments due........................ 145,089
Less amount representing interest........................... 45,398
--------
Present value of minimum lease payments........... 99,691
Less current maturities of obligations under capital
leases.................................................... 17,754
--------
Obligations under capital leases, less current maturities... $ 81,937
--------
</TABLE>

At December 31, 1997, $114,108 in machinery and equipment and related
accumulated amortization (over a five year life) of $38,036 are included in
property and equipment.

The Group also leases certain of its office equipment under operating
leases with non-cancelable terms of under one year. Rental expense under
operating leases was $13,982, $21,045 and $57,504 for the years ended December
31, 1995, 1996 and 1997, and $9,640 and $5,638 for the three months ended March
31, 1997 and 1998, respectively.

NOTE 7: CONTINGENCIES

The Group carries insurance to cover its property and equipment, and
inventory with coverage limits which are well below the fair value of these
assets at December 31, 1997 and March 31, 1998.

Condor East, s.r.o. is contingently liable for customs import duties
(assessed at 100% of importation value) or fines thereon relating to inventory
on hand in excess of a $588,000 customs guarantee bond. At December 31, 1997
inventory on hand exceeded the guarantee by approximately $240,000.

NOTE 8: BUSINESS AND CREDIT CONCENTRATIONS

The Group purchases substantially all of its inventory from Motorola, Inc.
and is economically dependent on that vendor for favorable trade terms as well
as products for sale.

The Group transacts most of its business with customers located in Latin
American and Eastern Europe. Accordingly, the Group's business may be affected
by political and economic changes in the regions. The Group had no customers who
accounted for more than 10% of consolidated sales in 1995, 1996 or 1997.

The Group maintains substantially all cash balances at one bank. Cash
balances in excess of federal insurance limits were $391,690 at December 31,
1997 and $1,277,032 and March 31, 1998.

NOTE 9: SUBSEQUENT EVENTS

In March 1998, all assets and operations of the continued entity were sold
to an unrelated party. The Group also settled certain claims that arose from
agency agreements for a total of $420,000.

F-24
<PAGE> 73

CONDOR COMMUNICATIONS, INC. AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997

EXHIBIT A

INFORMATION ABOUT THE GROUP'S OPERATIONS IN DIFFERENT GEOGRAPHIC AREAS

FOR THE YEARS ENDED DECEMBER 31

<TABLE>
<CAPTION>
ASIA
UNITED LATIN AMERICA AND
STATES AND CARIBBEAN EUROPE AFRICA CORPORATE COMBINED
----------- ------------- ----------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
1997:
Sales to unaffiliated
customers......... $15,505,545 $25,872,678 $ 8,047,408 $1,255,474 $50,681,105
=========== =========== =========== ========== ======== ===========
Operating Income
(loss)............ $ (75,704) $ 817,570 $ 254,296 $ 40,937 $ 1,037,099
=========== =========== =========== ========== ======== ===========
Identifiable
Assets............ $ 1,367,577 $ 2,858,245 $ 2,727,820 -- 321,353 $ 7,274,995
=========== =========== =========== ========== ======== ===========
1996:
Sales to unaffiliated
customers......... $14,937,198 $15,982,605 $12,188,281 $2,420,787 $45,528,871
=========== =========== =========== ========== ======== ===========
Operating Income..... $ 1,763,142 $ 505,046 $ 385,146 $ 76,496 $ 2,729,830
=========== =========== =========== ========== ======== ===========
Identifiable
Assets............ $ 1,825,683 $ 2,858,245 $ 2,727,820 -- 385,865 $ 7,797,613
=========== =========== =========== ========== ======== ===========
1995:
Sales to unaffiliated
customers......... $18,235,211 $15,155,535 $12,309,042 $1,744,290 $47,444,078
=========== =========== =========== ========== ======== ===========
Operating Income..... $ (493,170) $ 478,911 $ 388,962 $ 55,119 $ 429,822
=========== =========== =========== ========== ======== ===========
Identifiable
Assets............ $ 1,740,762 $ 2,858,245 $ 2,727,820 -- 334,726 $ 6,661,553
=========== =========== =========== ========== ======== ===========
</TABLE>

See Auditor's Report.

F-25
<PAGE> 74

[PHOTOGRAPHS OF PRODUCTS SOLD BY THE COMPANY,

INCLUDING A LIST OF OFFICE LOCATIONS AND TELEPHONE NUMBERS]

<PAGE> 75

======================================================

NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING SHAREHOLDERS OR THE
UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE
SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK IN ANY JURISDICTION WHERE, OR
TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN
THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF.

---------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Prospectus Summary......................... 3
Risk Factors............................... 7
The Company................................ 13
Use of Proceeds............................ 14
Dividend Policy............................ 14
Dilution................................... 15
Capitalization............................. 16
Unaudited Pro Forma Condensed Consolidated
Statements of Income..................... 17
Selected Financial Data.................... 19
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................... 20
Business................................... 26
Management................................. 37
Principal and Selling Shareholders......... 42
Description of Capital Stock............... 43
Shares Eligible for Future Sale............ 44
Underwriting............................... 45
Legal Matters.............................. 47
Experts.................................... 47
Additional Information..................... 47
Index to Financial Statements.............. F-1
</TABLE>

---------------------

UNTIL , 1998 (25 DAYS AFTER THE COMMENCEMENT OF THIS OFFERING),
ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

======================================================

3,759,000 SHARES

BEARCOM LOGO

COMMON STOCK

---------------------

PROSPECTUS
---------------------

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

CIBC OPPENHEIMER
, 1998

======================================================
<PAGE> 76
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance Distribution

The Registrant estimates that expenses in connection with the offering
described in this Registration Statement will be as follows. All of the amounts
except the SEC registration fee and the Nasdaq National Market listing fee are
estimates.

<TABLE>
<CAPTION>
Item Amount
- ---- --------
<S> <C>
SEC registration fee ................................... $18,996
National Association of Securities
Dealers, Inc. filing fee ............................ 6,939
New York Stock Exchange application fee ................ 102,100
Legal fees and expenses ................................ 200,000
Accounting fees and expenses ........................... 150,000
Printing expenses ...................................... 95,000
Fees and expenses for qualification under
state securities laws (including legal fees) ........ 2,500
Transfer agent's and registrar's fees and expenses ..... 5,000
Miscellaneous .......................................... 19,465
--------
Total ............................................... $600,000
</TABLE>

- ---------
* None of this amount is to be borne by the Selling Shareholders.

Item 14. Indemnification of Directors and Officers.

As permitted by the Texas Business Corporation Act, the Registrant's
Restated Articles of Incorporation and Amended and Restated Bylaws provide that
the directors and officers of the Registrant shall be indemnified by the
Registrant against certain liabilities that those persons may incur in their
capacities as directors or officers. Furthermore, the Registrant's Articles of
Incorporation eliminate the liability of directors of the Registrant to the
maximum extent permitted by the Texas Business Corporation Act. See
"Management -- Exculpatory Charter Provision; Liability and Indemnification of
Officers and Directors" in the Prospectus.

The Underwriting Agreement to be filed as Exhibit 1.1 hereto contains
reciprocal agreements of indemnity between the Registrant and the underwriters
as to certain liabilities, including liabilities under the Securities Act of
1933, as amended (the "Securities Act"), and in certain circumstances provides
for indemnification of the Registrant's directors and officers.

Item 15. Recent Sales of Unregistered Securities.

During the previous three years, the Registrant has issued and sold the
following securities (all such amounts having been adjusted to reflect the
643-for-1 stock split effected in June, 1998) without registration under the
Securities Act (none of which sales were underwritten):

In connection with the Merger, in December 1995 the Company issued an
aggregate of 4,001,710 shares of Common Stock to shareholders of Bear
Communications. The Registrant believes that these transactions were exempt from
the registration requirements of the Securities Act pursuant to Section 4(2)
thereof.

In December 1995, Mr. Watson exercised options to acquire 666,791 shares of
Common Stock at an exercise price of approximately 1.40 per share. The options
were granted in April 1992. The exercise of such options was funded by a full
recourse loan from the Company to Mr. Watson in the amount of $933,000, bearing
interest at 7% and is due in April 1999. The Registrant believes that this
transaction was exempt from the registration requirements of the Securities Act
pursuant to Section 4(2) thereof.

II - 1

<PAGE> 77

Item 16. Exhibits and FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

Exhibit No. Description
- ----------- -----------
1.1 - Form of Underwriting Agreement
3.1 - Restated Articles of Incorporation of the Registrant
3.2* - Amended and Restated Bylaws of the Registrant
4.1 - Form of certificate representing shares of the Registrant's
Common Stock
5.1 - Legal Opinion of Gardere & Wynne, L.L.P., regarding legality
of securities being registered
10.1* - Employment Agreement, effective as of March 1, 1998, by and
between BearCom, Inc. and Michael L. Kovar
10.2# - Employment Agreement, effective as of March 31, 1998, by and
between BearCom, Inc., Condor Holdings, Inc. and Rogelio
Betancourt
10.3 - BearCom Group, Inc. 1998 Stock Option Plan, including form of
Nonqualified Stock Option Agreement and Incentive Stock Option
Agreement
10.4* - Fourth Amended and Restated Loan Agreement, dated as of
August 29, 1997, by and between BearCom Operating, L.P. and
Wells Fargo Bank
10.5* - First Amendment to Fourth Amended and Restated Loan Agreement
dated as of March 27, 1998 by and between BearCom Operating,
L.P. and Wells Fargo Bank
10.6 - Second Amendment to Fourth Amended and Restated Loan
Agreement dated as of June 17, 1998 by and between BearCom
Operating, L.P. and Wells Fargo Bank
10.7* - Amended and Restated Commercial Security Agreement, dated as
of March 1, 1996, executed by BearCom, Inc. for the benefit
of First Interstate Bank of Texas, N.A.
10.8* - Amended and Restated Commercial Security Agreement, dated as
of March 1, 1996, executed by Bear Communications, Inc. for
the benefit of First Interstate Bank of Texas, N.A.
10.9* - Amended and Restated Commercial Security Agreement, dated as
of March 1, 1996, executed by BearCom Operating, L.P. for the
benefit of First Interstate Bank of Texas, N.A.
10.10* - Commercial Security Agreement, dated as of March 27, 1998,
executed by Condor Holdings, Inc. for the benefit of Wells
Fargo Bank (Texas) National Association
10.11 - Lease Agreement for facilities in Dallas, Texas
10.12# - Purchase Agreement, dated as of January 27, 1997, between Bear
Communications, Inc., Cleary Communications Company, Francis
A. Cleary, Michael F. Cleary, Jean Cleary and Edward Milano
10.13# - Purchase Agreement, dated as of May 29, 1997, between BearCom
Operating, L.P., Mobitel Communications and Electronics, Inc.,
Network Communications, Inc., Royce A. Witte and James D. Reed
10.14# - Asset Purchase Agreement, dated as of June 6, 1997, between
Bear Communications, Inc. and Motorola, Inc.
10.15# - Purchase Agreement, dated as of September 25, 1997, between
Bear Communications, Inc., Alfred Fasano, Tedco, Inc., David
J. Broser, Susan Broser Guttentag, Mindy Brosser Cepelewicz
and Lori Broser Furnari
10.16# - Purchase Agreement, dated as of October 15, 1997, between
BearCom Operating L.P., Tomba Communications, L.L.C., Joseph
J. Tomba and Thomas C. Tomba
10.17 - Asset Purchase Agreement, dated as of March 31, 1998, between
Bear Communications, Inc., Condor Communications, Inc.,
Rogelio Betancourt and Condor Holdings, Inc.
10.18* - Motorola Authorized Two-Way Radio Dealer Agreement, dated as
of June 12, 1996, between Motorola, Inc. and BearCom
Operating, L.P.
10.19* - Per Unit Administrative Processing Charge Amendment to
Motorola Authorized Two-Way Radio Dealer Agreement, dated as
of September 20, 1996, between Motorola, Inc. and BearCom
Operating, L.P.
10.20* - Amendment to Motorola Authorized Two-Way Radio Dealer
Agreement, dated as of September 20, 1996, between Motorola,
Inc. and BearCom Operating, L.P.
10.21* - Multiple Dealer Sales Location(s) Amendment to Motorola
Authorized Two-Way Radio Dealer Agreement, dated as of
September 20, 1996, between Motorola, Inc. and BearCom
Operating, L.P.

II - 2

<PAGE> 78
10.22* - Motorola Inc. Radius Communication Products Reseller Agreement,
dated as of September 20, 1996, between Motorola, Inc. and
BearCom Operating, L.P.
10.23* - Master Amendment No. 1 to Motorola, Inc. Radius Communication
Products Reseller Agreement, dated as of September 20, 1996,
between Motorola, Inc. and BearCom Operating, L.P.
10.24* - Radius Reseller Sales Location Amendment to Motorola, Inc.
Radius Communication Products Reseller Agreement, dated as of
September 20, 1996, between Motorola, Inc. and BearCom
Operating, L.P.
21.1* - List of Subsidiaries
27.1* - Financial Data Schedule
23.1 - Consent of KPMG Peat Marwick LLP
23.2 - Consent of Saenz, Robledo, Sax & Company, P.A.
23.3 - Consent of Gardere & Wynne, L.L.P. (included in Exhibit 5.1)
24.1* - Power of attorney

- ----------

* Previously filed.
# Portions of exhibit have been omitted pursuant to a request for confidential
treatment. Omitted portions have been separately filed with the Commission.

(b) Financial Statement Schedules

The following financial statement schedules are included in Part II of the
Registration Statement.

II - Wireless International, Inc. and Subsidiaries - Valuation and
Qualifying Accounts

All other schedules are omitted because they are inapplicable or the requested
information is shown in the financial statements or noted therein.

Item 17. Undertakings.

(a) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. If a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

(b) The undersigned Registrant hereby undertakes to provide to the
representatives of the underwriters at the closing specified in the Underwriting
Agreement certificates in such denominations and registered in such names as
required by the representatives of the underwriters to permit prompt delivery to
each purchaser.

(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and this offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

II - 3
<PAGE> 79

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas on
the 25th day of June, 1998.

BEARCOM GROUP, INC.

By: /s/ John P. Watson
------------------------------
John P. Watson
Chairman of the Board

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on the 25th day of June, 1998.

NAME TITLE

/s/ John P. Watson Chairman of the Board and Director
- ------------------------------ (Principal Executive Officer)
John P. Watson

/s/ Michael L. Kovar Chief Financial Officer
- ------------------------------ (Principal Financial and Accounting Officer)
Michael L. Kovar

/s/ Brent A. Bisnar* Director
- ------------------------------
Brent A. Bisnar

/s/ Jerry Denham* Director
- ------------------------------
Jerry Denham

/s/ Kenneth H. Doll* Director
- ------------------------------
Kenneth H. Doll

/s/ Edward W. Rose III* Director
- ------------------------------
Edward W. Rose III

/s/ Morton L. Topfer* Director
- ------------------------------
Morton L. Topfer

* By: /s/ John P. Watson
-----------------------
John P. Watson
As Attorney-in-Fact

II - 4

<PAGE> 80
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
1.1 - Form of Underwriting Agreement
3.1 - Restated Articles of Incorporation of the Registrant
3.2* - Amended and Restated Bylaws of the Registrant
4.1 - Form of certificate representing shares of the Registrant's
Common Stock
5.1 - Legal Opinion of Gardere & Wynne, L.L.P., regarding legality
of securities being registered
10.1* - Employment Agreement, effective as of March 1, 1998, by and
between BearCom, Inc. and Michael L. Kovar
10.2# - Employment Agreement, effective as of March 31, 1998, by and
between BearCom, Inc., Condor Holdings, Inc. and Rogelio
Betancourt
10.3 - BearCom Group, Inc. 1998 Stock Option Plan, including form of
Nonqualified Stock Option Agreement and Incentive Stock Option
Agreement
10.4* - Fourth Amended and Restated Loan Agreement, dated as of
August 29, 1997, by and between BearCom Operating, L.P. and
Wells Fargo Bank
10.5* - First Amendment to Fourth Amended and Restated Loan Agreement
dated as of March 27, 1998 by and between BearCom Operating,
L.P. and Wells Fargo Bank
10.6 - Second Amendment to Fourth Amended and Restated Loan
Agreement dated as of June 17, 1998 by and between BearCom
Operating, L.P. and Wells Fargo Bank
10.7* - Amended and Restated Commercial Security Agreement, dated as
of March 1, 1996, executed by BearCom, Inc. for the benefit
of First Interstate Bank of Texas, N.A.
10.8* - Amended and Restated Commercial Security Agreement, dated as
of March 1, 1996, executed by Bear Communications, Inc. for
the benefit of First Interstate Bank of Texas, N.A.
10.9* - Amended and Restated Commercial Security Agreement, dated as
of March 1, 1996, executed by BearCom Operating, L.P. for the
benefit of First Interstate Bank of Texas, N.A.
10.10* - Commercial Security Agreement, dated as of March 27, 1998,
executed by Condor Holdings, Inc. for the benefit of Wells
Fargo Bank (Texas) National Association
10.11 - Lease Agreement for facilities in Dallas, Texas
10.12# - Purchase Agreement, dated as of January 27, 1997, between Bear
Communications, Inc., Cleary Communications Company, Francis
A. Cleary, Michael F. Cleary, Jean Cleary and Edward Milano
10.13# - Purchase Agreement, dated as of May 29, 1997, between BearCom
Operating, L.P., Mobitel Communications and Electronics, Inc.,
Network Communications, Inc., Royce A. Witte and James D. Reed
10.14# - Asset Purchase Agreement, dated as of June 6, 1997, between
Bear Communications, Inc. and Motorola, Inc.
10.15# - Purchase Agreement, dated as of September 25, 1997, between
Bear Communications, Inc., Alfred Fasano, Tedco, Inc., David
J. Broser, Susan Broser Guttentag, Mindy Brosser Cepelewicz
and Lori Broser Furnari
10.16# - Purchase Agreement, dated as of October 15, 1997, between
BearCom Operating L.P., Tomba Communications, L.L.C., Joseph
J. Tomba and Thomas C. Tomba
10.17 - Asset Purchase Agreement, dated as of March 31, 1998, between
Bear Communications, Inc., Condor Communications, Inc.,
Rogelio Betancourt and Condor Holdings, Inc.
10.18* - Motorola Authorized Two-Way Radio Dealer Agreement, dated as
of June 12, 1996, between Motorola, Inc. and BearCom
Operating, L.P.
10.19* - Per Unit Administrative Processing Charge Amendment to
Motorola Authorized Two-Way Radio Dealer Agreement, dated as
of September 20, 1996, between Motorola, Inc. and BearCom
Operating, L.P.
10.20* - Amendment to Motorola Authorized Two-Way Radio Dealer
Agreement, dated as of September 20, 1996, between Motorola,
Inc. and BearCom Operating, L.P.
10.21* - Multiple Dealer Sales Location(s) Amendment to Motorola
Authorized Two-Way Radio Dealer Agreement, dated as of
September 20, 1996, between Motorola, Inc. and BearCom
Operating, L.P.
</TABLE>

<PAGE> 81

<TABLE>
<S> <C>
10.22* - Motorola Inc. Radius Communication Products Reseller Agreement,
dated as of September 20, 1996, between Motorola, Inc. and
BearCom Operating, L.P.
10.23* - Master Amendment No. 1 to Motorola, Inc. Radius Communication
Products Reseller Agreement, dated as of September 20, 1996,
between Motorola, Inc. and BearCom Operating, L.P.
10.24* - Radius Reseller Sales Location Amendment to Motorola, Inc.
Radius Communication Products Reseller Agreement, dated as of
September 20, 1996, between Motorola, Inc. and BearCom.
Operating, L.P.
21.1* - List of Subsidiaries
27.1* - Financial Data Schedule
23.1 - Consent of KPMG Peat Marwick LLP
23.2 - Consent of Saenz, Robledo, Sax & Company, P.A.
23.3 - Consent of Gardere & Wynne, L.L.P. (included in Exhibit 5.1)
24.1* - Power of attorney
</TABLE>

- ----------

* Previously filed.
# Portions of exhibit have been omitted pursuant to a request for confidential
treatment. Omitted portions have been separately filed with the Commission.

<PAGE> 1
EXHIBIT 1.1

__________ Shares

BEARCOM GROUP, INC.

Common Stock

UNDERWRITING AGREEMENT

__________, 1998
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
CIBC OPPENHEIMER
As representatives of the several Underwriters
named in Schedule I hereto
c/o Donaldson, Lufkin & Jenrette Securities Corporation
277 Park Avenue
New York, New York 10172

Dear Sirs:

BearCom Group, Inc., a Texas corporation (the "COMPANY"), proposes to
issue and sell to the several underwriters named in Schedule I hereto (the
"UNDERWRITERS"), and certain stockholders of the Company named in Schedule II
hereto (the "SELLING STOCKHOLDERS") severally propose to sell to the several
Underwriters, an aggregate of _______________ shares of the common stock, par
value $________ per share, of the Company (the "FIRM SHARES"), of which
_____________ shares are to be issued and sold by the Company and _____________
shares are to be sold by the Selling Stockholders, each Selling Stockholder
selling the amount set forth opposite such Selling Stockholder's name in
Schedule II hereto. The Company also proposes to issue and sell to the several
Underwriters not more than an additional _______ shares of its common stock,
par value $__________ per share (the "ADDITIONAL SHARES") if requested by the
Underwriters as provided in Section 2 hereof. The Firm Shares and the
Additional Shares are hereinafter referred to collectively as the "SHARES." The
shares of common stock of the Company to be outstanding after giving effect to
the sales contemplated hereby are hereinafter referred to as the "COMMON
STOCK." The Company and the Selling Stockholders are hereinafter sometimes
referred to collectively as the "SELLERS."

SECTION 1. Registration Statement and Prospectus. The Company
has prepared and filed with the Securities and Exchange Commission (the
"COMMISSION") in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations of the
<PAGE> 2
Commission thereunder (collectively, the "ACT"), a registration statement on
Form S-1, including a prospectus, relating to the Shares. The registration
statement, as amended at the time it became effective, including the
information (if any) deemed to be part of the registration statement at the
time of effectiveness pursuant to Rule 430A under the Act, is hereinafter
referred to as the "REGISTRATION STATEMENT;" and the prospectus in the form
first used to confirm sales of Shares is hereinafter referred to as the
"PROSPECTUS." If the Company has filed or is required pursuant to the terms
hereof to file a registration statement pursuant to Rule 462(b) under the Act
registering additional shares of Common Stock (a "RULE 462(b) REGISTRATION
STATEMENT"), then, unless otherwise specified, any reference herein to the term
"Registration Statement" shall be deemed to include such Rule 462(b)
Registration Statement.

SECTION 2. Agreements to Sell and Purchase and Lock-Up
Agreements. On the basis of the representations and warranties contained in
this Agreement, and subject to its terms and conditions, (i) the Company agrees
to issue and sell ______________ Firm Shares, (ii) each Selling Stockholder
agrees, severally and not jointly, to sell the number of Firm Shares set forth
opposite such Selling Stockholder's name in Schedule II hereto and (iii) each
Underwriter agrees, severally and not jointly, to purchase from each Seller at
a price per Share of $______ (the "PURCHASE PRICE") the number of Firm Shares
(subject to such adjustments to eliminate fractional shares as you may
determine) that bears the same proportion to the total number of Firm Shares to
be sold by such Seller as the number of Firm Shares set forth opposite the name
of such Underwriter in Schedules I hereto bears to the total number of Firm
Shares.

On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to issue
and sell the Additional Shares and the Underwriters shall have the right to
purchase, severally and not jointly, up to _______ Additional Shares from the
Company at the Purchase Price. Additional Shares may be purchased solely for
the purpose of covering over-allotments made in connection with the offering of
the Firm Shares. The Underwriters may exercise their right to purchase
Additional Shares in whole or in part from time to time by giving written
notice thereof to the Company within 30 days after the date of this Agreement.
You shall give any such notice on behalf of the Underwriters and such notice
shall specify the aggregate number of Additional Shares to be purchased
pursuant to such exercise and the date for payment and delivery thereof, which
date shall be a business day (i) no earlier than two business days after such
notice has been given (and, in any event, no earlier than the Closing Date (as
hereinafter defined)) and (ii) no later than ten business days after such
notice has been given. If any Additional Shares are to be purchased, each
Underwriter, severally and not jointly, agrees to purchase from the Company the
number of Additional Shares (subject to such adjustments to eliminate
fractional shares as you may determine) which bears the same proportion to the
total number of Additional Shares to be purchased from the Company as the
number of Firm Shares set forth opposite the name of such Underwriter in
Schedule I bears to the total number of Firm Shares.

Each Seller hereby agrees not to (i) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, or otherwise transfer
or dispose of, directly or indirectly, any shares of Common Stock or

2
<PAGE> 3
any securities convertible into or exercisable or exchangeable for Common Stock
or (ii) enter into any swap or other arrangement that transfers all or a
portion of the economic consequences associated with the ownership of any
Common Stock (regardless of whether any of the transactions described in clause
(i) or (ii) is to be settled by the delivery of Common Stock, or such other
securities, in cash or otherwise), except to the Underwriters pursuant to this
Agreement, for a period of 180 days after the date of the Prospectus without
the prior written consent of Donaldson, Lufkin & Jenrette Securities
Corporation. Notwithstanding the foregoing, during such period (i) the Company
may grant stock options pursuant to the Company's existing stock option plan
and (ii) the Company may issue shares of Common Stock upon the exercise of an
option or warrant or the conversion of a security outstanding on the date
hereof. The Company also agrees not to file any registration statement with
respect to any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock for a period of 180 days after the
date of the Prospectus without the prior written consent of Donaldson, Lufkin &
Jenrette Securities Corporation. In addition, each Selling Stockholder agrees
that, for a period of 180 days after the date of the Prospectus without the
prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation,
it will not make any demand for, or exercise any right with respect to, the
registration of any shares of Common Stock or any securities convertible into
or exercisable or exchangeable for Common Stock. The Company shall, prior to or
concurrently with the execution of this Agreement, deliver an agreement
executed by (i) each Selling Stockholder, (ii) each of the directors and
officers of the Company who is not a Selling Stockholder and (iii) each
stockholder listed on Annex I hereto to the effect that such person will not,
during the period commencing on the date such person signs such agreement and
ending 180 days after the date of the Prospectus, without the prior written
consent of Donaldson, Lufkin & Jenrette Corporation, (A) engage in any of the
transactions described in the first sentence of this paragraph or (B) make any
demand for, or exercise any right with respect to, the registration of any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock.

SECTION 3. Terms of Public Offering. The Sellers are advised by
you that the Underwriters propose (i) to make a public offering of their
respective portions of the Shares as soon after the execution and delivery of
this Agreement as in your judgment is advisable and (ii) initially to offer the
Shares upon the terms set forth in the Prospectus.

SECTION 4. Delivery and Payment. The Shares shall be represented
by definitive certificates and shall be issued in such authorized denominations
and registered in such names as Donaldson, Lufkin & Jenrette Securities
Corporation shall request no later than two business days prior to the Closing
Date or the applicable Option Closing Date (as defined below), as the case may
be. The Shares shall be delivered by or on behalf of the Sellers, with any
transfer taxes thereon duly paid by the respective Sellers, to Donaldson,
Lufkin & Jenrette Securities Corporation through the facilities of The
Depository Trust Company ("DTC"), for the respective accounts of the several
Underwriters, against payment to the Sellers of the Purchase Price therefore by
wire transfer of Federal or other funds immediately available in New York City.
The certificates representing the Shares shall be made available for inspection
not later than 9:30 A.M., New York City time, on the business day prior to the
Closing Date or the applicable Option Closing Date (as defined below), as

3
<PAGE> 4
the case may be, at the office of DTC or its designated custodian (the
"DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm
Shares shall be 9:00 A.M., New York City time, on ________, 1998 or such other
time on the same or such other date as Donaldson, Lufkin & Jenrette Securities
Corporation and the Company shall agree in writing. The time and date of
delivery and payment for the Firm Shares are hereinafter referred to as the
"CLOSING DATE." The time and date of delivery and payment for any Additional
Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City
time, on the date specified in the applicable exercise notice given by you
pursuant to Section 2 or such other time on the same or such other date as
Donaldson, Lufkin & Jenrette Securities Corporation and the Company shall agree
in writing. The time and date of delivery and payment for any Additional Shares
are hereinafter referred to as the "OPTION CLOSING DATE."

The documents to be delivered on the Closing Date or any Option
Closing Date on behalf of the parties hereto pursuant to Section 9 of this
Agreement shall be delivered at the offices of Vinson & Elkins, L.L.P., 3700
Trammell Crow Center, 2001 Ross Avenue, Dallas, Texas 75201, and the Shares
shall be delivered at the Designated Office, all on the Closing Date or such
Option Closing Date, as the case may be.

SECTION 5. Agreements of the Company. The Company agrees with
you:

(a) To advise you promptly and, if requested by you, to confirm
such advice in writing, (i) of any request by the Commission for amendments to
the Registration Statement or amendments or supplements to the Prospectus or
for additional information, (ii) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement or of
the suspension of qualification of the Shares for offering or sale in any
jurisdiction, or the initiation of any proceeding for such purposes, (iii) when
any amendment to the Registration Statement becomes effective, (iv) if the
Company is required to file a Rule 462(b) Registration Statement after the
effectiveness of this Agreement, when the Rule 462(b) Registration Statement
has become effective and (v) of the happening of any event during the period
referred to in Section 5(d) below which makes any statement of a material fact
made in the Registration Statement or the Prospectus untrue or which requires
any additions to or changes in the Registration Statement or the Prospectus in
order to make the statements therein not misleading. If at any time the
Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, the Company will use its best efforts to obtain the
withdrawal or lifting of such order at the earliest possible time.

(b) To furnish to you three signed copies of the Registration
Statement as first filed with the Commission and of each amendment to it,
including all exhibits, and to furnish to you and each Underwriter designated
by you such number of conformed copies of the Registration Statement as so
filed and of each amendment to it, without exhibits, as you may reasonably
request.

(c) To prepare the Prospectus, the form and substance of which
shall be satisfactory to you, and to file the Prospectus in such form with the
Commission within the applicable period specified in Rule 424(b) under the Act;
during the period specified in Section 5(d) below, not to file

4
<PAGE> 5
any further amendment to the Registration Statement and not to make any
amendment or supplement to the Prospectus of which you shall not previously
have been advised or to which you shall reasonably object after being so
advised; and, during such period, to prepare and file with the Commission,
promptly upon your reasonable request, any amendment to the Registration
Statement or amendment or supplement to the Prospectus which may be necessary
or advisable in connection with the distribution of the Shares by you, and to
use its best efforts to cause any such amendment to the Registration Statement
to become promptly effective.

(d) Prior to 10:00 A.M., New York City time, on the first business
day after the date of this Agreement and from time to time thereafter for such
period as in the opinion of counsel for the Underwriters a prospectus is
required by law to be delivered in connection with sales by an Underwriter or a
dealer, to furnish in New York City to each Underwriter and any dealer as many
copies of the Prospectus (and of any amendment or supplement to the Prospectus)
as such Underwriter or dealer may reasonably request.

(e) If during the period specified in Section 5(d), any event
shall occur or condition shall exist as a result of which, in the opinion of
counsel for the Underwriters, it becomes necessary to amend or supplement the
Prospectus in order to make the statements therein, in the light of the
circumstances when the Prospectus is delivered to a purchaser, not misleading,
or if, in the opinion of counsel for the Underwriters, it is necessary to amend
or supplement the Prospectus to comply with applicable law, forthwith to
prepare and file with the Commission an appropriate amendment or supplement to
the Prospectus so that the statements in the Prospectus, as so amended or
supplemented, will not in the light of the circumstances when it is so
delivered, be misleading, or so that the Prospectus will comply with applicable
law, and to furnish to each Underwriter and to any dealer as many copies
thereof as such Underwriter or dealer may reasonably request.

(f) Prior to any public offering of the Shares, to cooperate with
you and counsel for the Underwriters in connection with the registration or
qualification of the Shares for offer and sale by the several Underwriters and
by dealers under the state securities or Blue Sky laws of such jurisdictions as
you may request, to continue such registration or qualification in effect so
long as required for distribution of the Shares and to file such consents to
service of process or other documents as may be necessary in order to effect
such registration or qualification; provided, however, that the Company shall
not be required in connection therewith to qualify as a foreign corporation in
any jurisdiction in which it is not now so qualified or to take any action that
would subject it to general consent to service of process or taxation other
than as to matters and transactions relating to the Prospectus, the
Registration Statement, any preliminary prospectus or the offering or sale of
the Shares, in any jurisdiction in which it is not now so subject.

(g) To mail and make generally available to its stockholders as
soon as practicable an earnings statement covering the twelve-month period
ending May 31, 1999 that shall satisfy the provisions of Section 11(a) of the
Act, and to advise you in writing when such statement has been so made
available.

5
<PAGE> 6
(h) During the period of three years after the date of this
Agreement, to furnish to you as soon as available copies of all reports or
other communications furnished to the record holders of Common Stock or
furnished to or filed with the Commission or any national securities exchange
on which any class of securities of the Company is listed and such other
publicly available information concerning the Company and its subsidiaries as
you may reasonably request.

(i) Whether or not the transactions contemplated in this Agreement
are consummated or this Agreement is terminated, to pay or cause to be paid all
expenses incident to the performance of the Sellers' obligations under this
Agreement, including: (i) the fees, disbursements and expenses of the Company's
counsel, the Company's accountants and any Selling Stockholder's counsel (in
addition to the Company's counsel) in connection with the registration and
delivery of the Shares under the Act and all other fees and expenses in
connection with the preparation, printing, filing and distribution of the
Registration Statement (including financial statements and exhibits), any
preliminary prospectus, the Prospectus and all amendments and supplements to
any of the foregoing, including the mailing and delivering of copies thereof to
the Underwriters and dealers in the quantities specified herein, (ii) all costs
and expenses related to the transfer and delivery of the Shares to the
Underwriters, including any transfer or other taxes payable thereon, (iii) all
costs of printing or producing this Agreement and any other agreements or
documents in connection with the offering, purchase, sale or delivery of the
Shares, (iv) all expenses in connection with the registration or qualification
of the Shares for offer and sale under the securities or Blue Sky laws of the
several states and all costs of printing or producing any Preliminary and
Supplemental Blue Sky Memoranda in connection therewith (including the filing
fees and fees and disbursements of counsel for the Underwriters in connection
with such registration or qualification and memoranda relating thereto), (v)
the filing fees and disbursements of counsel for the Underwriters in connection
with the review and clearance of the offering of the Shares by the National
Association of Securities Dealers, Inc., (vi) all fees and expenses in
connection with the preparation and filing of the registration statement on
Form 8-A relating to the Common Stock and all costs and expenses incident to
the listing of the Shares on the Nasdaq National Market, (vii) the cost of
printing certificates representing the Shares, (viii) the costs and charges of
any transfer agent, registrar and/or depositary, and (ix) all other costs and
expenses incident to the performance of the obligations of the Company and the
Selling Stockholders hereunder for which provision is not otherwise made in
this Section.

(j) To use its best efforts to list for quotation the Shares on
the Nasdaq National Market and to maintain the listing of the Shares on the
Nasdaq National Market for a period of three years after the date of this
Agreement.

(k) To use its best efforts to do and perform all things required
or necessary to be done and performed under this Agreement by the Company prior
to the Closing Date or any Option Closing Date, as the case may be, and to
satisfy all conditions precedent to the delivery of the Shares.

(l) If the Registration Statement at the time of the effectiveness
of this Agreement does not cover all of the Shares, to file a Rule 462(b)
Registration Statement with the Commission registering the Shares not so
covered in compliance with Rule 462(b) by 10:00 P.M., New York City

6
<PAGE> 7
time, on the date of this Agreement and to pay to the Commission the filing fee
for such Rule 462(b) Registration Statement at the time of the filing thereof
or to give irrevocable instructions for the payment of such fee pursuant to
Rule 111(b) under the Act.

SECTION 6. Representations and Warranties of the Company and the
Selling Stockholders. The Company and each Selling Stockholder jointly and
severally represents and warrants to each Underwriter that:

(a) The Registration Statement has become effective (other than
any Rule 462(b) Registration Statement to be filed by the Company after the
effectiveness of this Agreement); any Rule 462(b) Registration Statement filed
after the effectiveness of this Agreement will become effective no later than
10:00 P.M., New York City time, on the date of this Agreement; and no stop
order suspending the effectiveness of the Registration Statement is in effect,
and no proceedings for such purpose are pending before or threatened by the
Commission.

(b) (i) The Registration Statement (other than any Rule 462(b)
Registration Statement to be filed by the Company after the effectiveness of
this Agreement), when it became effective, did not contain and, as amended, if
applicable, will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, (ii) the Registration Statement (other than
any Rule 462(b) Registration Statement to be filed by the Company after the
effectiveness of this Agreement) and the Prospectus comply and, as amended or
supplemented, if applicable, will comply in all material respects with the Act,
(iii) if the Company is required to file a Rule 462(b) Registration Statement
after the effectiveness of this Agreement, such Rule 462(b) Registration
Statement and any amendments thereto, when they become effective (A) will not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading and (B) will comply in all material respects with the Act and
(iv) the Prospectus does not contain and, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, except that the
representations and warranties set forth in this paragraph do not apply to
statements or omissions in the Registration Statement or the Prospectus based
upon information relating to any Underwriter furnished to the Company in
writing by such Underwriter through you expressly for use therein.

(c) Each preliminary prospectus filed as part of the registration
statement as originally filed or as part of any amendment thereto, or filed
pursuant to Rule 424 under the Act, complied when so filed in all material
respects with the Act, and did not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except that the representations and
warranties set forth in this paragraph do not apply to statements or omissions
in any preliminary prospectus based upon information relating to any
Underwriter furnished to the Company in writing by such Underwriter through you
expressly for use therein.

7
<PAGE> 8
(d) Each of the Company and its subsidiaries has been duly
incorporated, is validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation and has the corporate power and
authority to carry on its business as described in the Prospectus and to own,
lease and operate its properties, and each is duly qualified and is in good
standing as a foreign corporation authorized to do business in each
jurisdiction in which the nature of its business or its ownership or leasing of
property requires such qualification, except where the failure to be so
qualified would not have a material adverse effect on the business, prospects,
financial condition or results of operations of the Company and its
subsidiaries, taken as a whole.

(e) There are no outstanding subscriptions, rights, warrants,
options, calls, convertible securities, commitments of sale or liens granted or
issued by the Company or any of its subsidiaries relating to or entitling any
person to purchase or otherwise to acquire any shares of the capital stock of
the Company or any of its subsidiaries, except as otherwise disclosed in the
Registration Statement.

(f) All the outstanding shares of capital stock of the Company
(including the Shares to be sold by the Selling Stockholders) have been duly
authorized and validly issued and are fully paid, non-assessable and not
subject to any preemptive or similar rights; and the Shares to be issued and
sold by the Company have been duly authorized and, when issued and delivered to
the Underwriters against payment therefor as provided by this Agreement, will
be validly issued, fully paid and non-assessable, and the issuance of such
Shares will not be subject to any preemptive or similar rights.

(g) All of the outstanding shares of capital stock of each of the
Company's subsidiaries have been duly authorized and validly issued and are
fully paid and non-assessable, and are owned by the Company, directly or
indirectly through one or more subsidiaries, free and clear of any security
interest, claim, lien, encumbrance or adverse interest of any nature.

(h) The authorized capital stock of the Company conforms as to
legal matters to the description thereof contained in the Prospectus.

(i) Neither the Company nor any of its subsidiaries is in
violation of its respective charter or by-laws or in default in the performance
of any obligation, agreement, covenant or condition contained in any indenture,
loan agreement, mortgage, lease or other agreement or instrument that is
material to the Company and its subsidiaries, taken as a whole, to which the
Company or any of its subsidiaries is a party or by which the Company or any of
its subsidiaries or their respective property is bound.

(j) The execution, delivery and performance of this Agreement by
the Company, the compliance by the Company with all the provisions hereof and
the consummation of the transactions contemplated hereby will not (i) require
any consent, approval, authorization or other order of, or qualification with,
any court or governmental body or agency (except such as may be required under
the securities or Blue Sky laws of the various states), (ii) conflict with or
constitute a breach of any

8
<PAGE> 9
of the terms or provisions of, or a default under, the charter or by-laws of
the Company or any of its subsidiaries or any indenture, loan agreement,
mortgage, lease or other agreement or instrument that is material to the
Company and its subsidiaries, taken as a whole, to which the Company or any of
its subsidiaries is a party or by which the Company or any of its subsidiaries
or their respective property is bound, (iii) violate or conflict with any
applicable law or any rule, regulation, judgment, order or decree of any court
or any governmental body or agency having jurisdiction over the Company, any of
its subsidiaries or their respective property or (iv) result in the suspension,
termination or revocation of any Authorization (as defined below) of the
Company or any of its subsidiaries or any other impairment of the rights of the
holder of any such Authorization.

(k) There are no legal or governmental proceedings pending or
threatened to which the Company or any of its subsidiaries is or could be a
party or to which any of their respective property is or could be subject that
are required to be described in the Registration Statement or the Prospectus
and are not so described; nor are there any statutes, regulations, contracts or
other documents that are required to be described in the Registration Statement
or the Prospectus or to be filed as exhibits to the Registration Statement that
are not so described or filed as required.

(l) Neither the Company nor any of its subsidiaries has violated
any foreign, federal, state or local law or regulation relating to the
protection of human health and safety, the environment or hazardous or toxic
substances or wastes, pollutants or contaminants ("ENVIRONMENTAL LAWS"), any
provisions of the Employee Retirement Income Security Act of 1974, as amended,
or any provisions of the Foreign Corrupt Practices Act or the rules and
regulations promulgated thereunder, except for such violations which, singly or
in the aggregate, would not have a material adverse effect on the business,
prospects, financial condition or results of operation of the Company and its
subsidiaries, taken as a whole.

(m) Each of the Company and its subsidiaries has such permits,
licenses, consents, exemptions, franchises, authorizations and other approvals
(each, an "AUTHORIZATION") of, and has made all filings with and notices to,
all governmental or regulatory authorities and self-regulatory organizations
and all courts and other tribunals, including, without limitation, under any
applicable Environmental Laws, as are necessary to own, lease, license and
operate its respective properties and to conduct its business, except where the
failure to have any such Authorization or to make any such filing or notice
would not, singly or in the aggregate, have a material adverse effect on the
business, prospects, financial condition or results of operations of the
Company and its subsidiaries, taken as a whole. Each such Authorization is
valid and in full force and effect and each of the Company and its subsidiaries
is in compliance with all the terms and conditions thereof and with the rules
and regulations of the authorities and governing bodies having jurisdiction
with respect thereto; and no event has occurred (including, without limitation,
the receipt of any notice from any authority or governing body) which allows
or, after notice or lapse of time or both, would allow, revocation, suspension
or termination of any such Authorization or results or, after notice or lapse
of time or both, would result in any other impairment of the rights of the
holder of any such Authorization; and such Authorizations contain no
restrictions that are burdensome to the Company or any of its subsidiaries;
except where such failure to be valid and in full force and effect or to be in
compliance,

9
<PAGE> 10
the occurrence of any such event or the presence of any such restriction would
not, singly or in the aggregate, have a material adverse effect on the
business, prospects, financial condition or results of operations of the
Company and its subsidiaries, taken as a whole.

(n) There are no costs or liabilities associated with
Environmental Laws (including, without limitation, any capital or operating
expenditures required for clean-up, closure of properties or compliance with
Environmental Laws or any Authorization, any related constraints on operating
activities and any potential liabilities to third parties) which would, singly
or in the aggregate, have a material adverse effect on the business, prospects,
financial condition or results of operations of the Company and its
subsidiaries, taken as a whole.

(o) This Agreement has been duly authorized, executed and
delivered by the Company.

(p) KPMG Peat Marwick LLP are independent public accountants with
respect to the Company and its subsidiaries as required by the Act.

(q) The consolidated financial statements included in the
Registration Statement and the Prospectus (and any amendment or supplement
thereto), together with related schedules and notes, present fairly the
consolidated financial position, results of operations and changes in financial
position of the Company and its subsidiaries on the basis stated therein at the
respective dates or for the respective periods to which they apply; such
statements and related schedules and notes have been prepared in accordance
with generally accepted accounting principles consistently applied throughout
the periods involved, except as disclosed therein; the supporting schedules, if
any, included in the Registration Statement present fairly in accordance with
generally accepted accounting principles the information required to be stated
therein; and the other financial and statistical information and data set forth
in the Registration Statement and the Prospectus (and any amendment or
supplement thereto) are, in all material respects, accurately presented and
prepared on a basis consistent with such financial statements and the books and
records of the Company.

(r) The Company is not and, after giving effect to the offering
and sale of the Shares and the application of the proceeds thereof as described
in the Prospectus, will not be, an "investment company" as such term is defined
in the Investment Company Act of 1940, as amended.

(s) There are no contracts, agreements or understandings between
the Company and any person granting such person the right to require the
Company to file a registration statement under the Act with respect to any
securities of the Company or to require the Company to include such securities
with the Shares registered pursuant to the Registration Statement.

(t) Since the respective dates as of which information is given in
the Prospectus other than as set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement),
(i) there has not occurred any material adverse change or any development
involving a prospective material adverse change in the condition, financial or
otherwise, or the earnings, business, management or operations of the Company
and its subsidiaries,

10
<PAGE> 11
taken as a whole, (ii) there has not been any material adverse change or any
development involving a prospective material adverse change in the capital
stock or in the long-term debt of the Company or any of its subsidiaries and
(iii) neither the Company nor any of its subsidiaries has incurred any material
liability or obligation, direct or contingent.

(u) The Company and its subsidiaries have good and marketable
title in fee simple to all real property and good and marketable title to all
personal property owned by them which is material to the business of the
Company and its subsidiaries, in each case free and clear of all liens,
encumbrances and defects except such as are described in the Prospectus or such
as do not materially affect the value of such property and do not interfere
with the use made and proposed to be made of such property by the Company and
its subsidiaries; and any real property and buildings held under lease by the
Company and its subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not
interfere with the use made and proposed to be made of such property and
buildings by the Company and its subsidiaries, in each case except as described
in the Prospectus.

(v) The Company and its subsidiaries own or possess, or can
acquire on reasonable terms, all patents, patent rights, licenses, inventions,
copyrights, know-how (including trade secrets and other unpatented and/or
unpatentable proprietary or confidential information, systems or procedures),
trademarks, service marks and trade names ("INTELLECTUAL PROPERTY") currently
employed by them in connection with the business now operated by them except
where the failure to own or possess or otherwise be able to acquire such
intellectual property would not, singly or in the aggregate, have a material
adverse effect on the business, prospects, financial condition or results of
operation of the Company and its subsidiaries, taken as a whole; and neither
the Company nor any of its subsidiaries has received any notice of infringement
of or conflict with asserted rights of others with respect to any of such
intellectual property which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would have a material adverse effect
on the business, prospects, financial condition or results of operations of the
Company and its subsidiaries, taken as a whole.

(w) Neither the Company, any of its subsidiaries nor any director,
officer, agent or employee of the Company or any of its subsidiaries in their
capacity as a director, officer, agent or employee of the Company or any of its
Subsidiaries, has (i) used any corporate funds for unlawful contributions,
gifts, entertainment or other unlawful expenses relating to political activity
or (ii) made any unlawful payment to foreign or domestic government officials
or employees or to foreign or domestic political parties or campaigns from
corporate funds or violated any provision of the Foreign Corrupt Practices Act
of 1977, as amended.

(x) No relationship, direct or indirect, exists between or among
the Company or any of its subsidiaries on the one hand, and the directors,
officers, stockholders, customers or suppliers of the Company or any of its
subsidiaries on the other hand, which is required by the Act to be described in
the Registration Statement or the Prospectus which is not so described.

11
<PAGE> 12
(y) The Company and each of its subsidiaries maintains a system of
internal accounting controls sufficient to provide reasonable assurance that
(i) transactions are executed in accordance with management's general or
specific authorizations; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability; (iii) access to
assets is permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences.

(z) Each certificate signed by any officer of the Company and
delivered to the Underwriters or counsel for the Underwriters shall be deemed
to be a representation and warranty by the Company to the Underwriters as to
the matters covered thereby.

SECTION 7. Representations and Warranties of the Selling
Stockholders. Each Selling Stockholder represents and warrants to each
Underwriter that:

(a) Such Selling Stockholder is the lawful owner of the Shares to
be sold by such Selling Stockholder pursuant to this Agreement and has, and on
the Closing Date will have, good and clear title to such Shares, free of all
restrictions on transfer, liens, encumbrances, security interests, equities and
claims whatsoever.

(b) The Shares to be sold by such Selling Stockholder have been
duly authorized and are validly issued, fully paid and non-assessable.

(c) Such Selling Stockholder has, and on the Closing Date will
have, full legal right, power and authority, and all authorization and approval
required by law, to enter into this Agreement, the Custody Agreement signed by
such Selling Stockholder and the Company, as Custodian, relating to the deposit
of the Shares to be sold by such Selling Stockholder (the "CUSTODY AGREEMENT")
and the Power of Attorney of such Selling Stockholder appointing certain
individuals as such Selling Stockholder's attorneys-in-fact (the "ATTORNEYS")
to the extent set forth therein, relating to the transactions contemplated
hereby and by the Registration Statement and the Custody Agreement (the "POWER
OF ATTORNEY") and to sell, assign, transfer and deliver the Shares to be sold
by such Selling Stockholder in the manner provided herein and therein.

(d) This Agreement has been duly authorized, executed and
delivered by or on behalf of such Selling Stockholder.

(e) The Custody Agreement of such Selling Stockholder has been
duly authorized, executed and delivered by such Selling Stockholder and is a
valid and binding agreement of such Selling Stockholder, enforceable in
accordance with its terms.

(f) The Power of Attorney of such Selling Stockholder has been
duly authorized, executed and delivered by such Selling Stockholder and is a
valid and binding instrument of such

12
<PAGE> 13
Selling Stockholder, enforceable in accordance with its terms, and, pursuant to
such Power of Attorney, such Selling Stockholder has, among other things,
authorized the Attorneys, or any one of them, to execute and deliver on such
Selling Stockholder's behalf this Agreement and any other document that they,
or any one of them, may deem necessary or desirable in connection with the
transactions contemplated hereby and thereby and to deliver the Shares to be
sold by such Selling Stockholder pursuant to this Agreement.

(g) Upon delivery of and payment for the Shares to be sold by such
Selling Stockholder pursuant to this Agreement, good and clear title to such
Shares will pass to the Underwriters, free of all restrictions on transfer,
liens, encumbrances, security interests, equities and claims whatsoever.

(h) The execution, delivery and performance of this Agreement and
the Custody Agreement and Power of Attorney of such Selling Stockholder by or
on behalf of such Selling Stockholder, the compliance by such Selling
Stockholder with all the provisions hereof and thereof and the consummation of
the transactions contemplated hereby and thereby will not (i) require any
consent, approval, authorization or other order of, or qualification with, any
court or governmental body or agency (except such as may be required under the
securities or Blue Sky laws of the various states), (ii)conflict with or
constitute a breach of any of the terms or provisions of, or a default under,
the organizational documents of such Selling Stockholder, if such Selling
Stockholder is not an individual, or any indenture, loan agreement, mortgage,
lease or other agreement or instrument to which such Selling Stockholder is a
party or by which such Selling Stockholder or any property of such Selling
Stockholder is bound or (iii) violate or conflict with any applicable law or
any rule, regulation, judgment, order or decree of any court or any
governmental body or agency having jurisdiction over such Selling Stockholder
or any property of such Selling Stockholder.

(i) The information in the Registration Statement under the
caption "Principal and Selling Stockholders" which specifically relates to such
Selling Stockholder does not, and will not on the Closing Date, contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.

(j) At any time during the period described in Section 5(d), if
there is any change in the information referred to in Section 7(i), such
Selling Stockholder will immediately notify you of such change.

(k) Each certificate signed by or on behalf of such Selling
Stockholder and delivered to the Underwriters or counsel for the Underwriters
shall be deemed to be a representation and warranty by such Selling Stockholder
to the Underwriters as to the matters covered thereby.

SECTION 8. Indemnification. (a) The Sellers, jointly and
severally, agree to indemnify and hold harmless each Underwriter, its
directors, its officers and each person, if any, who controls any Underwriter
within the meaning of Section 15 of the Act or Section 20 of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), from and against any and
all losses, claims,

13
<PAGE> 14
damages, liabilities and judgments (including, without limitation, any legal or
other expenses incurred in connection with investigating or defending any
matter, including any action, that could give rise to any such losses, claims,
damages, liabilities or judgments) caused by any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement (or
any amendment thereto), the Prospectus (or any amendment or supplement thereto)
or any preliminary prospectus, or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, except insofar as such losses,
claims, damages, liabilities or judgments are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon
information relating to any Underwriter furnished in writing to the Company by
such Underwriter through you expressly for use therein provided, however, that
the foregoing indemnity agreement with respect to any preliminary prospectus
shall not inure to the benefit of any Underwriter who failed to deliver a
Prospectus (as then amended or supplemented, provided by the Company to the
several Underwriters in the requisite quantity and on a timely basis to permit
proper delivery on or prior to the Closing Date) to the person asserting any
losses, claims, damages and liabilities and judgments caused by any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, if such material misstatement or omission or
alleged material misstatement or omission was cured in such Prospectus and such
Prospectus was required by law to be delivered at or prior to the written
confirmation of sale to such person. Notwithstanding the foregoing, the
aggregate liability of any Selling Stockholder pursuant to this Section 8(a)
shall be limited to an amount equal to the total proceeds (before deducting
underwriting discounts and commissions and expenses) received by such Selling
Stockholder from the Underwriters for the sale of the Shares sold by such
Selling Stockholder hereunder.

(b) Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers who sign
the Registration Statement, each person, if any, who controls the Company
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act,
each Selling Stockholder and each person, if any, who controls such Selling
Stockholder within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act to the same extent as the foregoing indemnity from the Sellers to
such Underwriter but only with reference to information relating to such
Underwriter furnished in writing to the Company by such Underwriter through you
expressly for use in the Registration Statement (or any amendment thereto), the
Prospectus (or any amendment or supplement thereto) or any preliminary
prospectus.

(c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"INDEMNIFIED PARTY"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 8(a) and 8(b), the

14
<PAGE> 15
Underwriter shall not be required to assume the defense of such action pursuant
to this Section 8(c), but may employ separate counsel and participate in the
defense thereof, but the fees and expenses of such counsel, except as provided
below, shall be at the expense of such Underwriter). Any indemnified party
shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of the indemnified party unless (i) the employment of
such counsel shall have been specifically authorized in writing by the
indemnifying party, (ii) the indemnifying party shall have failed to assume the
defense of such action or employ counsel reasonably satisfactory to the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party shall have been advised by such counsel that
there may be one or more legal defenses available to it which are different
from or additional to those available to the indemnifying party (in which case
the indemnifying party shall not have the right to assume the defense of such
action on behalf of the indemnified party). In any such case, the indemnifying
party shall not, in connection with any one action or separate but
substantially similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for (i) the fees
and expenses of more than one separate firm of attorneys (in addition to any
local counsel) for all Underwriters, their officers and directors and all
persons, if any, who control any Underwriter within the meaning of either
Section 15 of the Act or Section 20 of the Exchange Act, (ii) the fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) for the Company, its directors, its officers who sign the Registration
Statement and all persons, if any, who control the Company within the meaning
of either such Section and (iii) the fees and expenses of more than one
separate firm of attorneys (in addition to any local counsel) for all Selling
Stockholders and all persons, if any, who control any Selling Stockholder
within the meaning of either such Section, and all such fees and expenses shall
be reimbursed as they are incurred. In the case of any such separate firm for
the Underwriters, their officers and directors and such control persons of any
Underwriters, such firm shall be designated in writing by Donaldson, Lufkin &
Jenrette Securities Corporation. In the case of any such separate firm for the
Company and such directors, officers and control persons of the Company, such
firm shall be designated in writing by the Company. In the case of any such
separate firm for the Selling Stockholders and such control persons of any
Selling Stockholders, such firm shall be designated in writing by the
Attorneys. The indemnifying party shall indemnify and hold harmless the
indemnified party from and against any and all losses, claims, damages,
liabilities and judgments by reason of any settlement of any action (i)
effected with its written consent or (ii) effected without its written consent
if the settlement is entered into more than twenty business days after the
indemnifying party shall have received a request from the indemnified party for
reimbursement for the fees and expenses of counsel (in any case where such fees
and expenses are at the expense of the indemnifying party) and, prior to the
date of such settlement, the indemnifying party shall have failed to comply
with such reimbursement request. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement or compromise
of, or consent to the entry of judgment with respect to, any pending or
threatened action in respect of which the indemnified party is or could have
been a party and indemnity or contribution may be or could have been sought
hereunder by the indemnified party, unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from
all liability on claims that are or could have been the subject

15
<PAGE> 16
matter of such action and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act, by or on behalf of the
indemnified party.

(d) To the extent the indemnification provided for in this Section
8 is unavailable to an indemnified party or insufficient in respect of any
losses, claims, damages, liabilities or judgments referred to therein, then
each indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities and judgments (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Sellers on the one hand and the Underwriters on the other hand from the
offering of the Shares or (ii) if the allocation provided by clause 8(d)(i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause 8(d)(i) above
but also the relative fault of the Sellers on the one hand and the Underwriters
on the other hand in connection with the statements or omissions which resulted
in such losses, claims, damages, liabilities or judgments, as well as any other
relevant equitable considerations. The relative benefits received by the
Sellers on the one hand and the Underwriters on the other hand shall be deemed
to be in the same proportion as the total net proceeds from the offering (after
deducting underwriting discounts and commissions, but before deducting
expenses) received by the Sellers, and the total underwriting discounts and
commissions received by the Underwriters, bear to the total price to the public
of the Shares, in each case as set forth in the table on the cover page of the
Prospectus. The relative fault of the Sellers on the one hand and the
Underwriters on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Selling Stockholders on the one hand
or the Underwriters on the other hand and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

The Sellers and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 8(d) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages, liabilities or judgments referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such
indemnified party in connection with investigating or defending any matter,
including any action, that could have given rise to such losses, claims,
damages, liabilities or judgments. Notwithstanding the provisions of this
Section 8, no Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the Shares underwritten by it
and distributed to the public were offered to the public exceeds the amount of
any damages which such Underwriter has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations to
contribute pursuant to this Section 8(d) are several in proportion to the
respective number of Shares purchased by each of the Underwriters hereunder and
not joint.

16
<PAGE> 17
(e) The remedies provided for in this Section 8 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.

(f) Each Selling Stockholder hereby designates BearCom Group,
Inc., 11545 Pagemill Road, Dallas, Texas 75243, as its authorized agent, upon
which process may be served in any action which may be instituted in any state
or federal court in the State of New York by any Underwriter, any director or
officer of any Underwriter or any person controlling any Underwriter asserting
a claim for indemnification or contribution under or pursuant to this Section
8, and each Selling Stockholder will accept the jurisdiction of such court in
such action, and waives, to the fullest extent permitted by applicable law, any
defense based upon lack of personal jurisdiction or venue. A copy of any such
process shall be sent or given to such Selling Stockholder, at the address for
notices specified in Section 12 hereof.

SECTION 9. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters to purchase the Firm Shares under this
Agreement are subject to the satisfaction of each of the following conditions:

(a) All the representations and warranties of the Company
contained in this Agreement shall be true and correct on the Closing Date with
the same force and effect as if made on and as of the Closing Date.

(b) If the Company is required to file a Rule 462(b) Registration
Statement after the effectiveness of this Agreement, such Rule 462(b)
Registration Statement shall have become effective by 10:00 P.M., New York City
time, on the date of this Agreement; and no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been commenced or shall be pending
before or contemplated by the Commission.

(c) You shall have received on the Closing Date a certificate
dated the Closing Date, signed by John P. Watson, Jerry Denham and Michael L.
Kovar, in their capacities as the Chairman, President and Chief Financial
Officer of the Company, respectively, confirming the matters set forth in
Sections 6(t), 9(a) and 9(b) and that the Company has complied with all of the
agreements and satisfied all of the conditions herein contained and required to
be complied with or satisfied by the Company on or prior to the Closing Date.

(d) Since the respective dates as of which information is given in
the Prospectus other than as set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement),
(i) there shall not have occurred any change or any development involving a
prospective change in the condition, financial or otherwise, or the earnings,
business, management, prospects or operations of the Company and its
subsidiaries, taken as a whole, (ii) there

17
<PAGE> 18
shall not have been any change or any development involving a prospective
change in the capital stock or in the long-term debt of the Company or any of
its subsidiaries and (iii) neither the Company nor any of its subsidiaries
shall have incurred any liability or obligation, direct or contingent, the
effect of which, in any such case described in clause 9(d)(i), 9(d)(ii) or
9(d)(iii), in your judgment, is material and adverse and, in your judgment,
makes it impracticable to market the Shares on the terms and in the manner
contemplated in the Prospectus.

(e) All the representations and warranties of each Selling
Stockholder contained in this Agreement shall be true and correct on the
Closing Date with the same force and effect as if made on and as of the Closing
Date and you shall have received on the Closing Date a certificate dated the
Closing Date from each Selling Stockholder to such effect and to the effect
that such Selling Stockholder has complied with all of the agreements and
satisfied all of the conditions herein contained and required to be complied
with or satisfied by such Selling Stockholder on or prior to the Closing Date.

(f) You shall have received on the Closing Date an opinion
(satisfactory to you and counsel for the Underwriters), dated the Closing Date,
of Gardere & Wynne, L.L.P., counsel for the Company and the Selling
Stockholders, to the effect that:

(i) each of the Company and its subsidiaries has been
duly incorporated, is validly existing as a corporation in good
standing under the laws of its jurisdiction of incorporation and has
the corporate power and authority to carry on its business as
described in the Prospectus and to own, lease and operate its
properties;

(ii) each of the Company and its subsidiaries is duly
qualified and is in good standing as a foreign corporation authorized
to do business in each jurisdiction in which the nature of its
business or its ownership or leasing of property requires such
qualification, except where the failure to be so qualified would not
have a material adverse effect on the business, prospects, financial
condition or results of operations of the Company and its
subsidiaries, taken as a whole;

(iii) all the outstanding shares of capital stock of the
Company (including the Shares to be sold by the Selling Stockholders)
have been duly authorized and validly issued and are fully paid,
non-assessable and not subject to any preemptive or similar rights;

(iv) the Shares to be issued and sold by the Company
hereunder have been duly authorized and, when issued and delivered to
the Underwriters against payment therefor as provided by this
Agreement, will be validly issued, fully paid and non-assessable, and
the issuance of such Shares will not be subject to any preemptive or
similar rights;

(v) all of the outstanding shares of capital stock of
each of the Company's subsidiaries have been duly authorized and
validly issued and are fully paid and non-assessable, and are owned by
the Company, directly or indirectly through one or more

18
<PAGE> 19
subsidiaries, free and clear of any security interest, claim, lien,
encumbrance or adverse interest of any nature;

(vi) this Agreement has been duly authorized, executed and
delivered by the Company and by or on behalf of each Selling
Stockholder;

(vii) the authorized capital stock of the Company conforms
as to legal matters to the description thereof contained in the
Prospectus;

(viii) the Registration Statement has become effective under
the Act, no stop order suspending its effectiveness has been issued
and no proceedings for that purpose are, to the best of such counsel's
knowledge after due inquiry, pending before or contemplated by the
Commission;

(ix) the statements under the captions "Risk Factors -
State Sales and Use Tax, " "Risk Factors - Shares Eligible for Future
Sale; Registration Rights," "Risk Factors - Anti-Takeover Provisions,"
"Risk Factors - Government Regulation," "Business - Products and
Services," "Management - Exculpatory Charter Provisions; Liability and
Indemnification of Officers and Directors," "Management - Certain
Transactions," "Shares Eligible for Future Sale," "Description of
Capital Stock" and "Underwriting" in the Prospectus and Items 14 and
15 of Part II of the Registration Statement, insofar as such
statements constitute a summary of the legal matters, documents or
proceedings referred to therein, fairly present the information called
for with respect to such legal matters, documents and proceedings;

(x) neither the Company nor any of its subsidiaries is in
violation of its respective charter or by-laws and, to the best of
such counsel's knowledge after due inquiry, neither the Company nor
any of its subsidiaries is in default in the performance of any
obligation, agreement, covenant or condition contained in any
indenture, loan agreement, mortgage, lease or other agreement or
instrument that is material to the Company and its subsidiaries, taken
as a whole, to which the Company or any of its subsidiaries is a party
or by which the Company or any of its subsidiaries or their respective
property is bound;

(xi) the execution, delivery and performance of this
Agreement by the Company, the compliance by the Company with all the
provisions hereof and the consummation of the transactions
contemplated hereby will not (A) require any consent, approval,
authorization or other order of, or qualification with, any court or
governmental body or agency (except such as may be required under the
securities or Blue Sky laws of the various states), (B) conflict with
or constitute a breach of any of the terms or provisions of, or a
default under, the charter or by-laws of the Company or any of its
subsidiaries or any indenture, loan agreement, mortgage, lease or
other agreement or instrument that is material to the Company and its
subsidiaries, taken as a whole, to which the Company or any of its
subsidiaries is a party or by which the Company or any of its
subsidiaries or their respective property is bound, (C) violate or
conflict with any applicable law or any rule, regulation, judgment,

19
<PAGE> 20
order or decree of any court or any governmental body or agency having
jurisdiction over the Company, any of its subsidiaries or their
respective property or (D) result in the suspension, termination or
revocation of any Authorization of the Company or any of its
subsidiaries or any other impairment of the rights of the holder of
any such Authorization;

(xii) after due inquiry, such counsel does not know of any
legal or governmental proceedings pending or threatened to which the
Company or any of its subsidiaries is or could be a party or to which
any of their respective property is or could be subject that are
required to be described in the Registration Statement or the
Prospectus and are not so described, or of any statutes, regulations,
contracts or other documents that are required to be described in the
Registration Statement or the Prospectus or to be filed as exhibits to
the Registration Statement that are not so described or filed as
required;

(xiii) neither the Company nor any of its subsidiaries has
violated any Environmental Law, any provisions of the Employee
Retirement Income Security Act of 1974, as amended, or any provisions
of the Foreign Corrupt Practices Act or the rules and regulations
promulgated thereunder, except for such violations which, singly or in
the aggregate, would not have a material adverse effect on the
business, prospects, financial condition or results of operation of
the Company and its subsidiaries, taken as a whole;

(xiv) each of the Company and its subsidiaries has such
Authorizations of, and has made all filings with and notices to, all
governmental or regulatory authorities and self-regulatory
organizations and all courts and other tribunals, including, without
limitation, under any applicable Environmental Laws, as are necessary
to own, lease, license and operate its respective properties and to
conduct its business, except where the failure to have any such
Authorization or to make any such filing or notice would not, singly
or in the aggregate, have a material adverse effect on the business,
prospects, financial condition or results of operations of the Company
and its subsidiaries, taken as a whole; each such Authorization is
valid and in full force and effect and each of the Company and its
subsidiaries is in compliance with all the terms and conditions
thereof and with the rules and regulations of the authorities and
governing bodies having jurisdiction with respect thereto; and no
event has occurred (including, without limitation, the receipt of any
notice from any authority or governing body) which allows or, after
notice or lapse of time or both, would allow, revocation, suspension
or termination of any such Authorization or results or, after notice
or lapse of time or both, would result in any other impairment of the
rights of the holder of any such Authorization; and such
Authorizations contain no restrictions that are burdensome to the
Company or any of its subsidiaries; except where such failure to be
valid and in full force and effect or to be in compliance, the
occurrence of any such event or the presence of any such restriction
would not, singly or in the aggregate, have a material adverse effect
on the business, prospects, financial condition or results of
operations of the Company and its subsidiaries, taken as a whole;

20
<PAGE> 21
(xv) the Company is not and, after giving effect to the
offering and sale of the Shares and the application of the proceeds
thereof as described in the Prospectus, will not be, an "investment
company" as such term is defined in the Investment Company Act of
1940, as amended;

(xvi) to the best of such counsel's knowledge after due
inquiry, there are no contracts, agreements or understandings between
the Company and any person granting such person the right to require
the Company to file a registration statement under the Act with
respect to any securities of the Company or to require the Company to
include such securities with the Shares registered pursuant to the
Registration Statement;

(xvii) (A) the Registration Statement and the Prospectus and
any supplement or amendment thereto (except for the financial
statements and other financial data included therein as to which no
opinion need be expressed) comply as to form with the Act, (B) such
counsel has no reason to believe that at the time the Registration
Statement became effective or on the date of this Agreement, the
Registration Statement and the prospectus included therein (except for
the financial statements and other financial data as to which such
counsel need not express any belief) contained any untrue statement of
a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading and (C) such counsel has no reason to believe that the
Prospectus, as amended or supplemented, if applicable (except for the
financial statements and other financial data, as aforesaid) contains
any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading;

(xviii) each Selling Stockholder is the lawful owner of the
Shares to be sold by such Selling Stockholder pursuant to this
Agreement and has good and clear title to such Shares, free of all
restrictions on transfer, liens, encumbrances, security interests,
equities and claims whatsoever;

(xix) each Selling Stockholder has full legal right, power
and authority, and all authorization and approval required by law, to
enter into this Agreement and the Custody Agreement and the Power of
Attorney of such Selling Stockholder and to sell, assign, transfer and
deliver the Shares to be sold by such Selling Stockholder in the
manner provided herein and therein;

(xx) the Custody Agreement of each Selling Stockholder has
been duly authorized, executed and delivered by such Selling
Stockholder and is a valid and binding agreement of such Selling
Stockholder, enforceable in accordance with its terms;

(xxi) the Power of Attorney of each Selling Stockholder has
been duly authorized, executed and delivered by such Selling
Stockholder and is a valid and binding instrument of such Selling
Stockholder, enforceable in accordance with its terms, and, pursuant
to such

21
<PAGE> 22
Power of Attorney, such Selling Stockholder has, among other things,
authorized the Attorneys, or any one of them, to execute and deliver
on such Selling Stockholder's behalf this Agreement and any other
document they, or any one of them, may deem necessary or desirable in
connection with the transactions contemplated hereby and thereby and
to deliver the Shares to be sold by such Selling Stockholder pursuant
to this Agreement;

(xxii) upon delivery of and payment for the Shares to be
sold by each Selling Stockholder pursuant to this Agreement, good and
clear title to such Shares will pass to the Underwriters, free of all
restrictions on transfer, liens, encumbrances, security interests,
equities and claims whatsoever; and

(xxiii) the execution, delivery and performance of this
Agreement and the Custody Agreement and Power of Attorney of each
Selling Stockholder by such Selling Stockholder, the compliance by
such Selling Stockholder with all the provisions hereof and thereof
and the consummation of the transactions contemplated hereby and
thereby will not (A) require any consent, approval, authorization or
other order of, or qualification with, any court or governmental body
or agency (except such as may be required under the securities or Blue
Sky laws of the various states), (B) conflict with or constitute a
breach of any of the terms or provisions of, or a default under, the
organizational documents of such Selling Stockholder, if such Selling
Stockholder is not an individual, or any indenture, loan agreement,
mortgage, lease or other agreement or instrument to which such Selling
Stockholder is a party or by which any property of such Selling
Stockholder is bound or (C) violate or conflict with any applicable
law or any rule, regulation, judgment, order or decree of any court or
any governmental body or agency having jurisdiction over such Selling
Stockholder or any property of such Selling Stockholder.

The opinion of Gardere & Wynne, L.L.P. described in Section 9(f) above
shall be rendered to you at the request of the Company and the Selling
Stockholders and shall so state therein.

(g) You shall have received on the Closing Date an opinion, dated
the Closing Date, of Vinson & Elkins, L.L.P., counsel for the Underwriters, as
to the matters referred to in Sections 9(f)(iv), 9(f)(vi) (but only with
respect to the Company), 9(f)(ix) (but only with respect to the statements
under the caption "Description of Capital Stock" and "Underwriting") and
9(f)(xvii).

In giving such opinions with respect to the matters covered by Section
9(f)(xvii), Gardere & Wynne, L.L.P. and Vinson & Elkins, L.L.P. may state that
their opinion and belief are based upon their participation in the preparation
of the Registration Statement and Prospectus and any amendments or supplements
thereto and review and discussion of the contents thereof, but are without
independent check or verification except as specified.

(h) You shall have received, on each of the date hereof and the
Closing Date, a letter dated the date hereof or the Closing Date, as the case
may be, in form and substance satisfactory to you, from KPMG Peat Marwick LLP,
independent public accountants, containing the information

22
<PAGE> 23
and statements of the type ordinarily included in accountants' "comfort
letters" to Underwriters with respect to the financial statements and certain
financial information contained in the Registration Statement and the
Prospectus.

(i) The Company shall have delivered to you the agreements
specified in Section 2 hereof which agreements shall be in full force and
effect on the Closing Date.

(j) The Shares shall have been duly listed for quotation on the
Nasdaq National Market.

(k) The Company and the Selling Stockholders shall not have failed
on or prior to the Closing Date to perform or comply with any of the agreements
herein contained and required to be performed or complied with by the Company
or the Selling Stockholders, as the case may be, on or prior to the Closing
Date.

[(l) YOU SHALL HAVE RECEIVED ON THE CLOSING DATE, A CERTIFICATE OF
EACH SELLING STOCKHOLDER WHO IS NOT A U.S. PERSON (AS DEFINED UNDER APPLICABLE
U.S. FEDERAL TAX LEGISLATION) TO THE EFFECT THAT SUCH SELLING STOCKHOLDER IS
NOT A U.S. PERSON, WHICH CERTIFICATE MAY BE IN THE FORM OF A PROPERLY COMPLETED
AND EXECUTED UNITED STATES TREASURY DEPARTMENT FORM W-8 (OR OTHER APPLICABLE
FORM OR STATEMENT SPECIFIED BY TREASURY DEPARTMENT REGULATIONS IN LIEU
THEREOF).]

The several obligations of the Underwriters to purchase any Additional
Shares hereunder are subject to the delivery to you on the applicable Option
Closing Date of such documents as you may reasonably request with respect to
the good standing of the Company, the due authorization and issuance of such
Additional Shares and other matters related to the issuance of such Additional
Shares.

SECTION 10. Effectiveness of Agreement and Termination. This
Agreement shall become effective upon the execution and delivery of this
Agreement by the parties hereto.

This Agreement may be terminated at any time on or prior to the
Closing Date by you by written notice to the Sellers if any of the following
has occurred: (i) any outbreak or escalation of hostilities or other national
or international calamity or crisis or change in economic conditions or in the
financial markets of the United States or elsewhere that, in your judgment, is
material and adverse and, in your judgment, makes it impracticable to market
the Shares on the terms and in the manner contemplated in the Prospectus, (ii)
the suspension or material limitation of trading in securities or other
instruments on the New York Stock Exchange, the American Stock Exchange, the
Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the Chicago
Board of Trade or the Nasdaq National Market or limitation on prices for
securities or other instruments on any such exchange or the Nasdaq National
Market, (iii) the suspension of trading of any securities of the Company on any
exchange or in the over-the-counter market, (iv) the enactment, publication,
decree or other promulgation of any federal or state statute, regulation, rule
or order of any court or other governmental authority which in your opinion
materially and adversely affects, or will

23
<PAGE> 24
materially and adversely affect, the business, prospects, financial condition
or results of operations of the Company and its subsidiaries, taken as a whole,
(v) the declaration of a banking moratorium by either federal or New York State
authorities or (vi) the taking of any action by any federal, state or local
government or agency in respect of its monetary or fiscal affairs which in your
opinion has a material adverse effect on the financial markets in the United
States.

If on the Closing Date or on an Option Closing Date, as the case may
be, any one or more of the Underwriters shall fail or refuse to purchase the
Firm Shares or Additional Shares, as the case may be, which it has or they have
agreed to purchase hereunder on such date and the aggregate number of Firm
Shares or Additional Shares, as the case may be, which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not
more than one-tenth of the total number of Firm Shares or Additional Shares, as
the case may be, to be purchased on such date by all Underwriters, each
non-defaulting Underwriter shall be obligated severally, in the proportion
which the number of Firm Shares set forth opposite its name in Schedule I bears
to the total number of Firm Shares which all the non-defaulting Underwriters
have agreed to purchase, or in such other proportion as you may specify, to
purchase the Firm Shares or Additional Shares, as the case may be, which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
on such date; provided that in no event shall the number of Firm Shares or
Additional Shares, as the case may be, which any Underwriter has agreed to
purchase pursuant to Section 2 hereof be increased pursuant to this Section 10
by an amount in excess of one-ninth of such number of Firm Shares or Additional
Shares, as the case may be, without the written consent of such Underwriter. If
on the Closing Date any Underwriter or Underwriters shall fail or refuse to
purchase Firm Shares and the aggregate number of Firm Shares with respect to
which such default occurs is more than one-tenth of the aggregate number of
Firm Shares to be purchased by all Underwriters and arrangements satisfactory
to you, the Company and the Selling Stockholders for purchase of such Firm
Shares are not made within 48 hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting Underwriter, the
Company or the Selling Stockholders. In any such case which does not result in
termination of this Agreement, either you or the Sellers shall have the right
to postpone the Closing Date, but in no event for longer than seven days, in
order that the required changes, if any, in the Registration Statement and the
Prospectus or any other documents or arrangements may be effected. If, on an
Option Closing Date, any Underwriter or Underwriters shall fail or refuse to
purchase Additional Shares and the aggregate number of Additional Shares with
respect to which such default occurs is more than one-tenth of the aggregate
number of Additional Shares to be purchased on such date, the non- defaulting
Underwriters shall have the option to (i) terminate their obligation hereunder
to purchase such Additional Shares or (ii) purchase not less than the number of
Additional Shares that such non-defaulting Underwriters would have been
obligated to purchase on such date in the absence of such default. Any action
taken under this paragraph shall not relieve any defaulting Underwriter from
liability in respect of any default of any such Underwriter under this
Agreement.

SECTION 11. Agreements of the Selling Stockholders. Each Selling
Stockholder agrees with you and the Company:

24
<PAGE> 25
(a) To pay or to cause to be paid all transfer taxes payable in
connection with the transfer of the Shares to be sold by such Selling
Stockholder to the Underwriters.

(b) To do and perform all things to be done and performed by such
Selling Stockholder under this Agreement prior to the Closing Date and to
satisfy all conditions precedent to the delivery of the Shares to be sold by
such Selling Stockholder pursuant to this Agreement.

SECTION 12. Miscellaneous. Notices given pursuant to any
provision of this Agreement shall be addressed as follows: (i) if to the
Company, to BearCom Group, Inc., 11545 Pagemill Road, Dallas, Texas 75243, (ii)
if to the Selling Stockholders, to John P. Watson, Jerry Denham and Michael L.
Kovar c/o BearCom Group, Inc., 11545 Pagemill Road, Dallas, Texas 75243 and
(iii) if to any Underwriter or to you, to you c/o Donaldson, Lufkin & Jenrette
Securities Corporation, 277 Park Avenue, New York, New York 10172, Attention:
Syndicate Department, or in any case to such other address as the person to be
notified may have requested in writing.

The respective indemnities, contribution agreements, representations,
warranties and other statements of the Company, the Selling Stockholders and
the several Underwriters set forth in or made pursuant to this Agreement shall
remain operative and in full force and effect, and will survive delivery of and
payment for the Shares, regardless of (i) any investigation, or statement as to
the results thereof, made by or on behalf of any Underwriter, the officers or
directors of any Underwriter, any person controlling any Underwriter, the
Company, the officers or directors of the Company, any person controlling the
Company, any Selling Stockholder or any person controlling such Selling
Stockholder, (ii) acceptance of the Shares and payment for them hereunder and
(iii) termination of this Agreement.

If for any reason the Shares are not delivered by or on behalf of any
Seller as provided herein (other than as a result of any termination of this
Agreement pursuant to Section 10), the Sellers agree, jointly and severally, to
reimburse the several Underwriters for all out-of-pocket expenses (including
the fees and disbursements of counsel) incurred by them. Notwithstanding any
termination of this Agreement, the Company shall be liable for all expenses
which it has agreed to pay pursuant to Section 5(i) hereof. The Sellers also
agree, jointly and severally, to reimburse the several Underwriters, their
directors and officers and any persons controlling any of the Underwriters for
any and all fees and expenses (including, without limitation, the fees
disbursements of counsel) incurred by them in connection with enforcing their
rights hereunder (including, without limitation, pursuant to Section 8 hereof).

Except as otherwise provided, this Agreement has been and is made
solely for the benefit of and shall be binding upon the Company, the Selling
Stockholders, the Underwriters, the Underwriters' directors and officers, any
controlling persons referred to herein, the Company's directors and the
Company's officers who sign the Registration Statement and their respective
successors and assigns, all as and to the extent provided in this Agreement,
and no other person shall acquire or have any right under or by virtue of this
Agreement. The term "successors and assigns" shall not include a purchaser of
any of the Shares from any of the several Underwriters merely because of such
purchase.

25
<PAGE> 26
This Agreement shall be governed and construed in accordance with the
laws of the State of New York.

This Agreement may be signed in various counterparts which together
shall constitute one and the same instrument.

26
<PAGE> 27
Please confirm that the foregoing correctly sets forth the agreement
among the Company, the Selling Stockholders and the several Underwriters.

Very truly yours,

BEARCOM GROUP, INC.

By:
------------------------------------------
John P. Watson
Chairman of the Board

THE SELLING STOCKHOLDERS NAMED IN SCHEDULE
II HERETO, ACTING SEVERALLY

By:
------------------------------------------
[NAME], Attorney-in-fact

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
CIBC OPPENHEIMER

Acting severally on behalf of
themselves and the several
Underwriters named in
Schedule I hereto

By: DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

By:
-------------------------------
Name:
------------------------------
Title:
-----------------------------

27
<PAGE> 28
SCHEDULE I

<TABLE>
<CAPTION>
Underwriters Number of Firm Shares
to be Purchased

<S> <C>
Donaldson, Lufkin & Jenrette Securities
Corporation
CIBC Oppenheimer

[NAMES OF OTHER UNDERWRITERS]

Total
</TABLE>

<PAGE> 29
SCHEDULE II

Selling Stockholders

<TABLE>
<CAPTION>
Name Number of Firm
Shares Being Sold
<S> <C>

Total
</TABLE>

<PAGE> 30
Annex I

[INSERT NAMES OF EACH STOCKHOLDER OF THE COMPANY]

A-1

<PAGE> 1
EXHIBIT 3.1

SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
WIRELESS INTERNATIONAL, INC.

ARTICLE I

The name of the corporation is BearCom Group, Inc.

ARTICLE II

The period of its duration is perpetual.

ARTICLE III

The corporation is organized for the purpose of engaging in any lawful
act, activity, and/or business for which corporations may be organized
under the Texas Business Corporation Act.

ARTICLE IV

The corporation is authorized to issue two classes of capital stock to
be designated Common Stock, par value $0.01 per share, and Preferred
Stock, par value $0.01 per share. The aggregate number of shares of
Common Stock which the corporation shall have authority to issue is
Fifty Million (50,000,000). The aggregate number of shares of
Preferred Stock which the corporation shall have the authority to
issue is One Million (1,000,000). Shares of Preferred Stock may be
issued from time to time in one or more series, each such series to
have such distinctive designation or title as may be fixed by the
Board of Directors prior to the issuance of any shares thereof. Each
such series shall have such designations, preferences, limitations and
relative rights, including voting rights, as shall be stated in the
resolution or resolutions providing for the issuance of such series of
Preferred Stock, as may be adopted from time to time by the Board of
Directors prior to the issuance of any shares thereof, in accordance
with the laws of the State of Texas. The Board of Directors, in such
resolution or resolutions, may increase or decrease the number of
shares within each such series; provided, however, the Board of
Directors may not decrease the number of shares within a series to
less than the number of shares within such series that are then
issued.

ARTICLE V

The corporation will not commence business until it has received for
the issuance of its shares consideration of the value of One Thousand
Dollars ($1,000.00), consisting of money, labor done, or property
actually received, which value is not less than One Thousand Dollars
($1,000.00).

ARTICLE VI

The street address of the registered office of the corporation is
11545 Pagemill Road, Dallas, Texas 75243, and the name of the
registered agent of the corporation at such address is Gary Weber.

ARTICLE VII

The number of directors shall be fixed in the manner provided in the
Bylaws of the corporation. Until changed in the manner provided in
the Bylaws of the corporation, the number of directors constituting
the Board of Directors will be six (6), and the names and addresses of
the persons who are to serve as directors until the next annual
meeting of shareholders or until their successors are elected and
qualified are:

<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
John P. Watson 11545 Pagemill Road
Dallas, Texas 75243

Jerry Denham 11545 Pagemill Road
Dallas, Texas 75243
</TABLE>

1
<PAGE> 2
<TABLE>
<S> <C>
Kenneth H. Doll 11545 Pagemill Road
Dallas, Texas 75243

Brent A. Bisnar 11545 Pagemill Road
Dallas, Texas 75243

Edward W. Rose III 11545 Pagemill Road
Dallas, Texas 75243

Morton L. Topfer 11545 Pagemill Road
Dallas, Texas 75243
</TABLE>

The Board of Directors shall have the power to alter, amend, or repeal
the Bylaws of the corporation or to adopt new Bylaws.

ARTICLE VIII

The right to accumulate votes in the election of directors and
cumulative voting by any shareholder are hereby expressly denied.

ARTICLE IX

No shareholder shall have any preemptive right whatsoever.

ARTICLE X

To the fullest extent permitted by Texas statutory or decisional law,
as the same exists or may hereafter be amended or interpreted, a
director of the corporation shall not be liable to the corporation or
its shareholders for any act or omission in such director's capacity
as a director. Any repeal or amendment of this Article, or adoption
of any other provision of these Articles of Incorporation inconsistent
with this Article, by the shareholders of the corporation shall be
prospective only and shall not adversely affect any limitation on the
liability to the corporation or its shareholders of a director of the
corporation existing at the time of such repeal, amendment or adoption
of an inconsistent provision.

ARTICLE XI

Special Meetings of shareholders may be called by the Chairman of the
Board, President, the Board of Directors, or the holders of at least
twenty-five percent (25%) of all of the shares entitled to vote at the
proposed special meeting.

<PAGE> 1
EXHIBIT 4.1

INCORPORATED UNDER THE LAWS
OF THE STATE OF TEXAS

COMMON STOCK COMMON STOCK
TEMPORARY CERTIFICATE:
[NUMBER] [SHARES]
EXCHANGEABLE FOR DEFINITIVE ENGRAVED CERTIFICATE
WHEN READY FOR DELIVERY. CUSIP 976908 10 3
SEE REVERSE FOR
BEARCOM GROUP, INC. CERTAIN DEFINITIONS
AND LIMITATIONS

THIS CERTIFIES THAT

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUES
.01 PER SHARE OF

BEARCOM GROUP, INC. transferrable on the books of the Corporation by the holder
hereof in person or by duly authorized attorney upon surrender of this
certificate properly endorsed. This certificate is not valid until counter-
signed by the Transfer Agent and registered by the Registrar.

Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized Officers.

SPECIMEN

/s/ JOHN P. WATSON CHAIRMAN [SEAL OF TEXAS]
BEARCOM GROUP, INC.
Dated

/s/ KENNETH H. DOLL SECRETARY

COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK, NEW YORK) TRANSFER AGENT
AND REGISTRAR

AUTHORIZED SIGNATURE
<PAGE> 2
BEARCOM GROUP, INC.

NO SHAREHOLDER HAS ANY PREEMPTIVE RIGHT TO ACQUIRE ANY UNISSUED OR
TREASURY SECURITIES OF THE CORPORATION. A COMPLETE STATEMENT OF THE DENIAL OF
PREEMPTIVE RIGHTS IS SET FORTH IN THE CORPORATION'S AMENDED AND RESTATED
ARTICLES OF INCORPORATION, AS AMENDED (THE "ARTICLES OF INCORPORATION"), ON
FILE IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF TEXAS. THE
CORPORATION WILL FURNISH A COPY OF THE ARTICLES OF INCORPORATION TO THE RECORD
HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, ON WRITTEN REQUEST TO THE
CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.

THE ARTICLES OF INCORPORATION OF THE CORPORATION AUTHORIZE THE
CORPORATION TO ISSUE SHARES OF MORE THAN ONE CLASS OF STOCK. THE CORPORATION
WILL FURNISH A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND
RELATIVE RIGHTS OF THE SHARES OF EACH CLASS AUTHORIZED TO BE ISSUED TO THE
RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE
CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.

The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.

<TABLE>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- _____________ Custodian ___________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act __________________
in common (State)
</TABLE>

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED __________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
TAX IDENTIFYING NUMBER OF ASSIGNEE
[ ]

_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)

_______________________________________________________________________________

________________________________________________________________________ Shares
of the Common Stock represented by the within Certificate and do hereby
irrevocably constitute and appoint ____________________________________________
Attorney to transfer the said shares on the books of the within-named
Corporation with full power of substitution in the premises.

Dated: ________, 19_____.

(SIGNATURE)

X
_______________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.

(SIGNATURE)

X
________________________________________

NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.

THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.

SIGNATURE(S) GUARANTEED BY:

________________________________________

<PAGE> 1
EXHIBIT 5.1

June 25, 1998

BearCom Group, Inc.
11545 Pagemill Road
Dallas, Texas 75243

Gentlemen:

We have served as counsel for BearCom Group, Inc., a Texas corporation (the
"Company"), and certain stockholders of the Company (the "Selling
Stockholders"), in connection with the Registration Statement on Form S-1 (No.
333-50869) (the "Registration Statement"), covering the proposed initial public
offering of 3,333,000 shares of Common Stock, $0.01 par value, of the Company
("Common Stock") by the Company (together with the 563,850 shares of Common
Stock subject to an over-allotment option in favor or the Underwriters, the
"Company Shares"), and 426,000 shares of Common Stock by the Selling
Stockholders (the "Selling Stockholders Shares"). The Company Shares and the
Selling Stockholders Shares are collectively referred to hereinafter as the
"Shares."

As such counsel, we have examined such documents and questions of law as we
have deemed necessary to render the opinion expressed below. Based upon the
foregoing, we are of the opinion that the Shares, when issued and sold, or sold
and delivered, in the manner and for the consideration stated in the Prospectus
constituting a part of the Registration Statement and in the Underwriting
Agreement described in the Registration Statement, will be duly authorized,
validly issued, fully paid and nonassessable.

We consent to the use of this opinion letter as Exhibit 5.1 to the Registration
Statement and to the use of our name in the Registration Statement and in the
Prospectus included therein under the heading "Legal Matters."

Very truly yours,

GARDERE & WYNNE, L.L.P.

By: /s/ LAWRENCE B. GOLDSTEIN
-----------------------------------
Lawrence B. Goldstein, Partner

<PAGE> 1

CONFIDENTIAL TREATMENT REQUESTED BY BEARCOM GROUP, INC.
OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SEC.

EXHIBIT 10.2

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT dated as of March 31, 1998 by and between CONDOR
HOLDINGS, INC., a Delaware corporation ("Employer"), BEARCOM, INC., a Texas
corporation ("BearCom"), and ROGELIO BETANCOURT ("Employee").

W I T N E S S E T H:

WHEREAS, Employer, BearCom and Employee are parties to an Asset
Purchase Agreement dated as of March 31, 1998 (the "Asset Purchase Agreement"),
pursuant to which Employer purchased substantially all of the assets of Condor
Communications, Inc., a Florida corporation ("Condor"); and

WHEREAS, Employee was the President, Chief Executive Officer and,
together with his spouse, sole stockholder of Condor; and

WHEREAS, Employee desires to enter into the employment of Employer,
and Employer desires to employ Employee provided that, in so doing, it can
protect the confidential information, business, accounts, patronage and good
will of Employer and BearCom; and

WHEREAS, the execution and delivery of this Agreement is a condition
precedent to the obligations of Condor and Employee pursuant to the Asset
Purchase Agreement; and

WHEREAS, the noncompetition and nonsolicitation provisions of this
Agreement are conditions precedent to the obligations of Employer and BearCom
pursuant to the Asset Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:

1. EMPLOYMENT. Employer hereby agrees to employ Employee, and
Employee hereby agrees to serve Employer, upon the terms and conditions
hereinafter set forth.

2. TERMS. Subject to prior termination as hereinafter set forth,
the term of the employment of Employee by Employer pursuant to this Agreement
(the "Term") shall commence on the date hereof and shall continue through the
last day of the first twenty-four (24) complete calendar month period following
the date hereof.

3. DUTIES. Employee shall serve as, and have all power and
authority consistent with the position of, President and Chief Executive
Officer of Employer with complete power and authority over the management of
Employer, subject only to direction of the Board of Directors of Employer
("Board") exercised in good faith and not with the purpose of reducing any
amount payable to Condor pursuant to Section 1.6 of the Asset Purchase
Agreement. Employees duties hereunder shall be those normally incident to his
position as President and Chief Executive Officer of Employer, which duties
will be similar to those heretofore performed for Condor by Employee, and such
other duties as may be reasonably assigned to Employee from time to time by the
Board, provided that such duties do not diminish the prestige or responsibility
of Employee's position.

<PAGE> 2
Employee shall devote substantially all his business time and efforts to the
business of Employer; provided, however, that subject to the provisions of
Section 8, Employee may devote limited time to other business matters in which
he has an interest, including, but not limited to the business interests
identified on Schedule 3 hereto.

4. COMPENSATION AND OTHER PROVISIONS. Employee shall be entitled
to the compensation and benefits hereinafter described in Subsections (a)
through (e) (such compensation and benefits being hereinafter referred to as
"Compensation Benefits").

(a) BASE SALARY. Employer shall pay to Employee a base
salary equal to $150,000 per annum during the Term ("Base Salary"), payable in
equal installments consistent with Employer's regular payroll policy.

(b) PARTICIPATION IN BENEFIT PLANS. During the Term,
Employee shall be eligible to participate in all employee benefit plans and
arrangements now in effect or which may hereafter be established in
substitution of or in addition to such employee benefit plans and arrangements,
including, without limitation, all life, group insurance and medical care plans
of Employer. Employee's participation shall be made available on the same
basis as provided to other senior executives of Employer and BearCom.

(c) EXPENSES. In addition to the compensation
hereinabove provided, Employer will pay directly or reimburse Employee for all
reasonable expenses incurred by Employee in the interest of Employer,
including, but not limited to all reasonable entertainment expenses and first
class travel expenses.

(d) WORKING FACILITIES. Employee shall be entitled to
the continued exclusive use of the existing office which he presently occupies,
including the exclusive use of the furniture, fixtures and equipment contained
in such office, technical and secretarial assistance, and other facilities and
services suitable to Employee's position as President and Chief Executive
Officer of Employer and adequate for the performance of his duties; provided,
however, that if Employer's executive offices are relocated, which relocation
shall be within Miami-Dade County, Employee shall be provided with such new
office space, furniture, fixtures, equipment and technical and secretarial
staff of the same grade and qualify as his existing working facilities.

(e) VACATION AND SICK PAY. Employee shall be entitled to
four (4) weeks paid vacation per annum and such paid sick pay, consistent with
Employer's and BearCom's policy for senior executive officers.

5. TERMINATION. Employee's employment hereunder shall terminate
prior to the expiration of the Term upon the happening of the first to occur of
the following events:

(a) The mutual agreement of Employer and Employee;

(b) Employee's death;

(c) The inability of Employee to perform his duties
hereunder by reason of illness, accident or other physical or mental disability
for a continuous period of at least four months or an aggregate of six months
during any continuous twelve month period ("Disability");

(d) The termination by Employee for Good Reason (as
hereinafter defined); or

- 2 -
<PAGE> 3
(e) For Cause, where "Cause" shall mean: (i) any
misappropriation by Employee of funds or property of Employer or any of its
affiliates; (ii) the conviction of Employee for a felony or any crime involving
moral turpitude; (iii) refusal of Employee to perform his duties and
responsibilities, persistent neglect of duty or chronic absenteeism, which
remains uncured for ten (10) days after written notice from Employer to
Employee of such alleged Cause; (iv) a breach by Employee of the provisions of
Section 7 or Section 8; or (v) any attempt by Employee to obtain a personal
profit from any transaction in which Employee has an interest adverse to
Employer unless such adverse interest and the potential profit are disclosed in
writing to the Board and approved in advance of such transaction.

Any termination pursuant to subparagraph (a) (b), (c) or (e)
of this Section shall be communicated by a written notice ("Notice of
Termination"), such notice to set forth with specificity the grounds for
termination if the result of "Cause". Employee's employment under this
Agreement shall be deemed to have terminated as follows: (i) if Employee's
employment is terminated pursuant to subparagraph (b) above, on the date of his
death; or (ii) if Employee's employment is terminated pursuant to subparagraphs
(a), (c) or (e) above, on the date on which Notice of Termination is given; or
(iii) if Employee's employment is terminated pursuant to subparagraph (d)
above, ten (10) days after the date on which a Notice of Termination is given.
The date on which termination is deemed to have occurred pursuant to this
paragraph is hereinafter referred to as the "Date of Termination."

6. PAYMENTS ON TERMINATION. Except as otherwise provided in this
Section, in the event that Employee's employment is terminated, Employer shall
pay to Employee his full Base Salary through the Date of Termination together
with all benefits and other compensation, if any, due and owing as of that
date. In the event that Employee's employment is terminated at any time by
Employee for "Good Reason" (as defined in this Section) or by Employer without
Cause, then Employer shall pay to Employee on the Date of Termination a lump
sum cash payment equal to all Compensation Benefits that are due, and all Base
Salary that would have become due to Employee under the terms of this Agreement
if the employment had not been terminated. For purposes of this Section 6 and
Section 8(e), "Good Reason" shall include: (i) the assignment to Employee of
any duties inconsistent in any material respect with Employee's position
(including status, offices, titles and reporting requirements), authority,
duties or responsibilities as contemplated by Section 3, or any other action by
Employer which results in a diminution of such position, authority, duties or
responsibilities, excluding for this purpose any action taken with the consent
of Employee and any isolated, insubstantial and inadvertent action taken in
good faith and which is remedied by Employer promptly after receipt of notice
of such action given by Employee; (ii) any material breach by Employer of any
of the terms or conditions of this Agreement which remains uncured following
ten (10) days after written notice to Employer of such alleged breach; or (iii)
any material breach by Employer of any of the terms or conditions of the Asset
Purchase Agreement which remains uncured following ten (10) days after written
notice to Employer of such alleged breach.

7. DISCLOSURE AND PROTECTION OF CONFIDENTIAL INFORMATION.

(a) For purposes of this Agreement, "Confidential
Information" means knowledge, information and material which is proprietary to
Employer, of which Employee may obtain knowledge or access through or as a
result of his employment by Employer (including information conceived,
originated, discovered or developed in whole or in part by Employee).
Confidential Information includes, but is not limited to, (i) technical
knowledge, information and material such as trade secrets, processes, formulas,
data, know-how, improvements, inventions, computer programs, drawings, patents,
and experimental and development work techniques, and (ii) marketing and other
information, such as supplier lists, customer lists, marketing and business
plans, business or technical needs of customers, consultants, licensees or
suppliers and their methods

- 3 -
<PAGE> 4
of doing business, arrangements with customers, consultants, licensees or
suppliers, manuals and personnel records or data. Confidential Information
also includes any information described above which Employer obtains from
another party (including Condor and its affiliates) and which Employer treats
as proprietary or designates as confidential, whether or not owned or developed
by Employer. Notwithstanding the foregoing, any information which is or
becomes available to the general public otherwise than by breach of this
Section 7 shall not constitute Confidential Information for purposes of this
Agreement.

(b) During the term of this Agreement and thereafter,
Employee agrees to hold in confidence all Confidential Information and not to
use such information for Employee's own benefit or to reveal, report, publish,
disclose or transfer, directly or indirectly, any Confidential Information to
any person or entity, or to utilize any Confidential Information for any
purpose, except in the course of Employee's work for Employer.

(c) Employee will abide by any and all security rules and
regulations, whether formal or informal, that may from time to time be imposed
by Employer for the protection of Confidential Information, and will inform
Employer of any defects in, or improvements that should be made to, such rules
and regulations.

(d) Employee will notify Employer in writing immediately
upon receipt of any subpoena, notice to produce, or other compulsory order or
process of any court of law or government agency if such document requires or
may require disclosure or other transfer of Confidential Information. For this
purpose, Employee irrevocably nominates and appoints Employer (including any
attorney retained by Employer), as his true and lawful attorney-in-fact, to act
in Employee's name, place and stead to perform any act which Employee might
perform to defend and protect against any disclosure of Confidential
Information.

(e) Upon termination of his employment, Employee will
deliver to Employer any and all records and tangible property that contain
Confidential Information that are in his possession or under his control.

8. COVENANT NOT TO COMPETE.

(a) Employee covenants and agrees that until the later of
[Confidential Treatment Requested with SEC] after the closing of the
transactions contemplated in the Asset Purchase Agreement or [Confidential
Treatment Requested with SEC] after Employee ceases to be employed by Employer
or one of its affiliates (the "Non-Competition Period"), except for services
performed on behalf of Employer or one of its affiliates, Employee shall not,
within the trade territories described in the Motorola Distribution Agreement
to which Condor or any of its affiliates is a party existing on the date hereof
("Restricted Area"), directly or indirectly, alone or as a partner, member,
employee, agent, consultant, officer, director, stockholder, manager or
investor of any corporation, partnership or other entity: (i) invest (except
for investments of not more than five (5%) percent of the outstanding stock of
any publicly-traded company), own, manage, operate or control, or participate
in the ownership, management, operation or control of a business which sells,
rents, or services wireless communication products ("Competitive Business"); or
(ii) accept employment with or render services to a Competitive Business.

(b) During the Non-Competition Period, Employee shall
not, directly or indirectly: (i) solicit for any purpose any customer of
Employer or any person who was a customer of Employer; (ii) solicit or induce
any employee of Employer to leave his or her employment with Employer; or (iii)
solicit for employment by himself or anyone else any person who was an employee
of Employer.

- 4 -
<PAGE> 5
(c) If any court shall determine that the duration or
geographical limit of any covenant contained in this Section 8 is
unenforceable, it is the intention of the parties that covenant shall not
thereby be terminated but shall be deemed amended to the extent required to
render it valid and enforceable, such amendment to apply only in the
jurisdiction of the court that has made such adjudication.

(d) Employee acknowledges and agrees that the covenants
contained in Sections 7 and 8 are of the essence in this Agreement, that each
of such covenants is reasonable and necessary to protect and preserve the
interests, properties, and business of Employer, and that irreparable loss and
damage will be suffered by Employer should Employee breach any of such
covenants. Employee further represents and acknowledges that he shall not be
precluded from gainful engagement in a satisfactory fashion by the enforcement
of these provisions.

(e) This Section 8 shall not be effective in the event
Employee is terminated by Employer without Cause or by Employee for Good Reason
(as defined in Section 6) but shall be effective following termination for any
other reason.

9. AVAILABILITY OF INJUNCTIVE RELIEF. Employee acknowledges and
agrees that any breach by him of the provisions of Sections 7 or 8 hereof will
cause Employer irreparable injury and damage for which it cannot be adequately
compensated in damages. Employee therefore expressly agrees that Employer
shall be entitled to seek injunctive and/or other equitable relief, on a
temporary or permanent basis to prevent any anticipatory or continuing breach
of this Agreement or any part hereof, and is in addition to any other remedies
available to it. Nothing herein shall be construed as a waiver by Employer of
any right it may have or hereafter acquired to monetary damages by reason of
any injury to its property, business or reputation or otherwise arising out of
any wrongful act or omission of Employee.

10. ENTIRE AGREEMENT; MODIFICATION. This Agreement sets forth the
entire understanding of the parties with respect to the subject matter hereof,
supersedes all existing agreements between them concerning such subject matter,
and may be modified only by a written instrument duly executed by each party.

11. NOTICES. Any notice required or permitted hereunder shall be
deemed validly given if delivered by hand, verified overnight delivery, or by
first class, certified mail to the following addresses (or to such other
address as the addressee shall notify in writing to the other party):

If to Employee: Rogelio Betancourt
7550 S.W. 74th Street
Miami, Florida 33143

with a copy to: Cohen, Berke, Bernstein,
Brodie & Kondell, P.A.
2601 South Bayshore Drive, 19th Floor
Miami, Florida 33133
Attn: Eileen Trautman, Esq.

- 5 -
<PAGE> 6
If to Employer: BearCom, Inc.
11545 Pagemill Road
Dallas, Texas 75243
Attn: John P. Watson, Chairman
Telecopier: (214) 349-8950

with a copy to: Gardere & Wynne, L.L.P.
1601 Elm Street, Suite 3000
Dallas, Texas 75201
Attention: Lawrence B. Goldstein, Esq.
Telecopier: (214) 999-4667

12. WAIVER. Any waiver by either party of a breach of any
provision of this Agreement shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision
of this Agreement. The failure of a party to insist upon strict adherence to
any term of this Agreement on one or more occasions shall not be considered a
waiver or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. All waivers must
be in writing.

13. BINDING EFFECT. Employer's rights and obligations under this
Agreement shall not be transferable by assignment or otherwise, and any attempt
to do any of the foregoing shall be void; provided, that, the assignment of its
rights to enforce the confidentiality or non-competition provisions under
Section 7 or 8 of this Agreement to any successor entity shall not have any
effect whatsoever upon the binding nature or enforceability of this Agreement.
The provisions of this Agreement shall be binding upon and inure to the benefit
of Employer (and its successors and assigns) and Employee (and his heirs and
personal representatives).

14. HEADINGS. The headings in this Agreement are solely for
convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.

15. GOVERNING LAW; VENUE. This Agreement will be governed and
construed in accordance with the laws of the State of Texas, without giving
effect to rules governing conflicts of law, with proper venue with respect to
all disputes related to this Agreement being Dallas, Texas.

16. INVALIDITY. The invalidity or unenforceability of any term of
this Agreement shall not invalidate, make unenforceable or otherwise affect any
other term of this Agreement, which shall remain in full force and effect.

17. ATTORNEYS' FEES. In the event any dispute or litigation
arises hereunder between any of the parties hereto, the prevailing party shall
be entitled to all reasonable costs and expenses incurred by it in connection
therewith (including, without limitation, all reasonable attorneys' fees and
costs incurred before and at any trial or other proceeding and at all tribunal
levels), as well as all other relief granted in any suit or other proceeding.

18. GUARANTEE. BearCom unconditionally guarantees the full and
timely performance of all of the obligations and agreements of Employer
pursuant to this Agreement.

- 6 -
<PAGE> 7
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first hereinabove written.

EMPLOYER:

CONDOR HOLDINGS, INC., a Delaware
corporation

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

BEARCOM, INC., a Texas corporation

By: /s/ John P. Watson
------------------------------------
John P. Watson, Chairman

EMPLOYEE:

/s/ Rogelio Betancourt
----------------------------------------
Rogelio Betancourt

- 7 -

<PAGE> 1
EXHIBIT 10.3

BEARCOM GROUP, INC.

1998 STOCK OPTION PLAN

On June 24, 1998, the Board adopted the BearCom Group, Inc. 1998 Stock
Option Plan as set forth herein.

1. PURPOSE. The purpose of the Plan is to provide key Employees and
Directors with a proprietary interest in the Company through the granting of
Options which will:

(a) create stockholder value by providing incentives to selected
key Employees and Directors who contribute, and are expected
to contribute, materially to the success of the Company;

(b) provide a means of rewarding outstanding performance by such
key Employees and Directors;

(d) enhance the Company's ability to maintain a competitive
position in attracting and retaining qualified key personnel
necessary for the continued success and progress of the
Company.

2. DEFINITIONS. For the purpose of this Plan, unless the context
requires otherwise, the following terms shall have the meanings indicated
below:

(a) "Board" means the Board of Directors of the Company.

(b) "Code" means the Internal Revenue Code of 1986, as amended.

(c) "Committee" means the committee of two or more members of the
Board who are not Employees and who are appointed by the Board
to administer the Plan, or in the absence of such a committee,
shall mean the entire Board.

(d) "Common Stock" means the Common Stock, $ .01 par value, of the
Company or the common stock that the Company may in the future
be authorized to issue (as long as the common stock varies
from that currently authorized, if at all, only in amount of
par value).

(e) "Company" means BearCom Group, Inc., a Texas corporation.

(f) "Director" means a member of the Board.
<PAGE> 2
(g) "Employee" means an individual who is employed, within the
meaning of Section 3401 of the Code by the Company or by a
Subsidiary. The Committee shall determine when an Employee's
period of employment terminates and when such period of
employment is deemed to be continued during an approved leave
of absence.

(h) "Incentive Option" means an option granted under the Plan
which meets the requirements of Section 422 of the Code.
Incentive Options may be granted only to Employees.

(i) "Nonqualified Option" means an option granted under the Plan
which is not intended to be an Incentive Option.

(j) "Option" means an option granted pursuant to the Plan to
purchase shares of Common Stock, whether granted as an
Incentive Option or as a Nonqualified Option.

(k) "Option Agreement" means, with respect to each Option granted
to a Participant, the signed written agreement between the
Participant and the Company setting forth the terms and
conditions of the Option.

(l) "Option Period" means the period during which an Option may be
exercised.

(m) "Participant" means an individual to whom an Option has been
granted under the Plan.

(n) "Plan" means the BearCom Group, Inc. 1998 Stock Option Plan,
as set forth herein and as it may be amended from time to
time.

(o) "Subsidiary" means (i) for purposes of granting Incentive
Options under the Plan, any "subsidiary corporation" as
defined in Section 424(f) of the Code, or as otherwise may be
described with respect to Incentive Options from time to time
by the Code or by the Internal Revenue Service, and (ii) for
purposes of granting Nonqualified Options under the plan, any
corporation, limited partnership or other entity of which a
majority of the voting power of the voting equity securities
or equity interest is owned directly or indirectly by the
Company, or any other corporation, limited partnership or
other entity that would be a Subsidiary determined on that
basis.

3. ADMINISTRATION. The Plan shall be administered by the Committee.

4. PARTICIPANTS. The Committee shall, from time to time, select the
particular key Employees and Directors to whom Options are to be granted, and
who will, upon such grant, become Participants in the Plan. For purposes of the
Plan, "key Employees" are those officers and

-2-
<PAGE> 3
Employees (including officers and key Employees who are members of the Board)
whose performance and responsibilities are determined by the Committee to be
influential to the success of the Company. The Committee has the authority, in
its complete discretion, to grant Options to Participants. A Participant may be
granted more than one Option under the Plan, and Options may be granted at any
time or times during the term of the Plan.

5. STOCK OWNERSHIP LIMITATION. No Incentive Option may be granted
to an Employee who owns more than 10% of the voting power of all classes of
stock of the Company or its Subsidiaries. This limitation will not apply if the
Option price is at least 110% of the fair market value of the Common Stock at
the time the Incentive Option is granted and the Incentive Option is not
exercisable more than five years from the date it is granted.

6. SHARES SUBJECT TO PLAN. The Committee may not grant Options under
the Plan for more than 1,100,000 shares of Common Stock and may not grant
Options to any Participant for more than 250,000 shares of Common Stock, but
these numbers may be adjusted to reflect, if deemed appropriate by the
Committee, any stock dividend, stock split, share combination, recapitalization
or the like, of or by the Company. Shares to be optioned and sold may be made
available from either authorized but unissued Common Stock or Common Stock held
by the Company in its treasury. Shares that by reason of the expiration of an
Option or otherwise are no longer subject to purchase pursuant to an Option
granted under the Plan may be re-offered under the Plan.

7. LIMITATION ON AMOUNT. The aggregate fair market value
(determined at the time of grant) of the shares of Common Stock which any
Employee is first eligible to purchase in any calendar year by exercise of
Incentive Options granted under this Plan and all incentive stock option plans
of the Company or its Subsidiaries shall not exceed $100,000. For this purpose,
the fair market value (determined at the respective date of grant of each
option) of the Common Stock purchasable by exercise of an Incentive Option (or
an installment thereof) shall be counted against the $100,000 annual limitation
for an Employee only for the calendar year such stock is first purchasable
under the terms of the Option.

8. ALLOTMENT OF SHARES. The Committee shall determine the number of
shares of Common Stock to be offered from time to time by grant of Options to
Employees and Directors under the Plan. The grant of an Option to an Employee
or to a Director shall not be deemed either to entitle the Employee or Director
to, or to disqualify the Employee or Director from, participation in any other
grant of Options under the Plan.

9. GRANT OF OPTIONS. All Options granted under the Plan shall be
granted by the Committee, which is authorized to grant Incentive Options,
Nonqualified Options, or a combination of both, under the Plan; provided,
however, that unless provided otherwise by the Code or permitted by the
Internal Revenue Service, Incentive Options may be granted only to an
individual who is an Employee of the Company or a corporate Subsidiary (but not
a partnership or other non-corporate Subsidiary). The grant of Options shall
be evidenced by Option Agreements containing such terms

-3-
<PAGE> 4
and provisions as are approved by the Committee, but not inconsistent with the
Plan, including provisions that may be necessary to assure that any Option that
is intended to be an Incentive Option will comply with Section 422 of the Code.
The Company shall execute Option Agreements upon instructions from the
Committee. Except as provided otherwise in Sections 6 and 15, the terms of any
Option Agreement executed by the Company shall not be amended, modified or
changed without the written consent of the Company and the Employee or
Director. The Plan shall be submitted to the Company's shareholders for
approval. The Committee may grant Options under the Plan prior to the time of
shareholder approval, which Options will be effective when granted, but if for
any reason the shareholders of the Company do not approve the Plan prior to one
year from the date of adoption of the Plan by the Board, all Options granted
under the Plan will be terminated and of no effect, and no Option may be
exercised in whole or in part prior to such shareholder approval.

10. OPTION PRICE. The Option price for an Option granted pursuant to
the Plan shall not be less than 100% of the fair market value per share of the
Common Stock on the date the Option is granted. The fair market value of the
Common Stock on the date of grant shall be equal to the closing price per share
of the Common Stock on such date as reflected on any national securities
exchange on which the Common Stock is traded, and if not traded on a national
securities exchange, the Committee shall determine the fair market value of the
Common Stock on the date of grant using any reasonable valuation method.

11. OPTION PERIOD. The Option Period will begin on the date the Option
is granted, which will be the date the Committee authorizes the Option unless
the Committee specifies a later date. No Option may terminate later than ten
years from the date the Option is granted. The Committee may provide for the
exercise of Options in installments and, subject to the provisions hereof, upon
such terms, conditions and restrictions as it may determine. The Committee may
provide for termination of the Option in the case of termination of employment
or any other reason.

12. RIGHTS IN EVENT OF DEATH OR DISABILITY. If a Participant dies or
becomes disabled [within the meaning of Section 22(e)(3) of the Code] prior to
termination of his right to exercise an Option in accordance with the
provisions of his Option Agreement without having totally exercised the Option,
the Option Agreement may provide that it may be exercised, to the extent of the
shares with respect to which the Option could have been exercised by the
Participant on the date of the Participant's death or disability, (i) in the
case of death, by the Participant's estate or by the person who acquired the
right to exercise the Option by bequest or inheritance or by reason of the
death of the Participant, or (ii) in the case of disability, by the Participant
or his personal representative, provided the Option is exercised prior to the
date of its expiration or 365 days from the date of the Participant's death or
disability, whichever first occurs. The date of disability of a Participant
shall be determined by the Committee.

13. PAYMENT. Full payment for shares purchased upon exercising an
Option shall be made in cash or by check or by tendering shares of Common Stock
at the fair market value per share at the time of exercise, or on such other
terms as are set forth in the applicable Option Agreement.

-4-
<PAGE> 5
No shares may be issued until full payment of the purchase price therefor has
been made, and a Participant will have none of the rights of a shareholder
until shares are issued to him.

14. EXERCISE OF OPTION. Options granted under the Plan may be
exercised during the Option Period, at such times, in such amounts, in
accordance with such terms and subject to such restrictions as are set forth in
the applicable Option Agreements, including, if deemed appropriate by the
Committee, the acceleration of the time of exercise based on performance goals
and other factors. In no event may an Option be exercised or shares be issued
pursuant to an Option if any requisite action, approval or consent of any
governmental authority of any kind having jurisdiction over the exercise of
Options shall not have been taken or secured.

15. CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The number of shares of
Common Stock covered by each outstanding Option granted under the Plan and the
Option price may be adjusted to reflect, as deemed appropriate by the
Committee, any stock dividend, stock split, share combination, exchange of
shares, recapitalization, merger, consolidation, separation, reorganization,
liquidation or the like, of or by the Company.

16. NON-ASSIGNABILITY. Options may not be transferred other than by
will or by the laws of descent and distribution. During a Participant's
lifetime, options granted to a Participant may be exercised only by the
Participant.

17. INTERPRETATION. The Committee shall interpret the Plan and shall
prescribe such rules and regulations in connection with the operation of the
Plan as it determines to be advisable for the administration of the Plan. The
Committee may rescind and amend its rules and regulations.

18. AMENDMENT OR DISCONTINUANCE. The Plan may be amended or
discontinued by the Board without the approval of the shareholders of the
Company, except that any amendment that would (a) materially increase the
number of securities that may be issued under the Plan, or (b) materially
modify the requirements of eligibility for participation in the Plan must be
approved by the shareholders of the Company.

19. EFFECT OF PLAN. Neither the adoption of the Plan nor any action of
the Board or the Committee shall be deemed to give any Employee or Director any
right to be granted an Option to purchase Common Stock or any other rights
except as may be evidenced by the Option Agreement, or any amendment thereto,
duly authorized by the Committee and executed on behalf of the Company and then
only to the extent and on the terms and conditions expressly set forth therein.

20. TERM. Unless sooner terminated by action of the Board, this Plan
will terminate June 23, 2008. The Committee may not grant options under the
Plan after that date, but options granted before that date will continue to be
effective in accordance with their terms.

-5-
<PAGE> 6
FORM OF

BEARCOM GROUP, INC.

NONQUALIFIED STOCK OPTION AGREEMENT

1. Grant of Option. Pursuant to the BearCom Group, Inc. 1998 Stock
Option Plan (the "Plan") for key employees and certain directors of BearCom
Group, Inc. (the "Company") and its subsidiaries, the Company grants to

---------------------
(the "Option Holder")

a nonqualified stock option ("Option") to purchase from the Company a total of
___shares of Common Stock, $0.01 par value, of the Company (the "Common Stock")
at $__per share (representing at least the fair market value of the Common
Stock on the date of this grant), in the amounts, during the periods and upon
the terms and conditions set forth in this Agreement. This Option is not
intended to constitute an incentive stock option within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code").

2. Time of Exercise. Except only as specifically provided elsewhere in
this Agreement, this Option is exercisable in the following cumulative
installments:

First installment. Up to ___% of the total number of optioned shares
at any time on or after a date that is ______________ from the grant
date set forth in Section 14 hereof.

Second installment. Up to an additional ___% of the total number of
optioned shares at any time on or after a date that is
________________ from the grant date set forth in Section 14 hereof.

Third installment. Up to an additional ___% of the total number of
optioned shares at any time on or after a date that is
__________________ from the grant date set forth in Section 14 hereof.

Fourth installment. Up to an additional ___% of the total number of
optioned shares at any time on or after a date that is
____________________ from the grant date set forth in Section 14
hereof.

3. Exercise of Option. The exercise of this Option shall entitle
the Option Holder to purchase shares of Common Stock of the Company. If
requested by the Option Holder and approved by the committee (the "Committee")
appointed pursuant to the terms of the Plan by the Board to administer the
Plan, the Option Holder may exercise this Option or any portion hereof by
tendering shares of Common Stock, in lieu of cash payment for the Option shares
being purchased, with the number of shares tendered to be determined based on
the closing price per share of the Common Stock on the date of exercise, as
quoted on the New York Stock Exchange or successor stock exchange thereto, or
other national securities exchange, or if not so quoted, as determined by the
Committee, provided that such shares either (i) have been owned by the Option
Holder for more than six months and have been "paid for" within the meaning of
Rule 144 promulgated under the Securities Act of 1933 or (ii) were obtained by
the Option Holder in the public market.

4. Subject to Plan. This Option and the grant and exercise thereof are
subject to the terms and conditions of the Plan, which are incorporated herein
by reference and made a part hereof, but the terms of the Plan shall not be
considered an enlargement of any benefits under this Agreement. In addition,
this Option is subject to any rules and regulations promulgated pursuant to the
Plan, now or hereafter in effect.

5. Term. This Option will terminate at the first of the following:

(a) 5 p.m. on ___, 20_[10 years from the date of grant].

(b) 5 p.m. on the date 365 days following the date of the Option
Holder's death or disability (as described in Section 6).

(c) 5 p.m. on the date 30 days following the date the Option
Holder's employment with the Company or a subsidiary of the
Company, or service as a Director, terminates for reasons
other than "good cause" (as hereinafter defined) or for a
reason described in Section 5(b) above.

(d) Upon the termination of the Option Holder's employment with
the Company or a subsidiary of the Company, or upon
termination of the Option Holder's service as a Director, for
"good cause", this Option will terminate immediately and the
Option Holder will forfeit any right to exercise any portion
of this Option. As used in this Agreement, "good cause" shall
mean Option Holder's (i) commission of a felony or any other
criminal act which the Board considers materially damaging to
the reputation of the Company, (ii) fraud, (iii) dishonesty,
self-dealing, or embezzlement,

-2-
<PAGE> 8
(iv) violation of the Company's published policies, or (v)
gross or intentional neglect of duty.

6. Who May Exercise. During the lifetime of the Option Holder, this
Option may be exercised only by the Option Holder. If the Option Holder dies or
becomes disabled [within the meaning of Section 22(e)(3) of the Code] prior to
the termination date specified in Section 5 hereof without having exercised the
Option as to all of the shares covered hereby, the Option may be exercised to
the extent the Option Holder could have exercised the Option on or after the
date of his death or disability at any time prior to the earlier of the dates
specified in Sections 5(a) and (b) hereof by (i) the Option Holder's estate or
a person who acquired the right to exercise the Option by bequest or
inheritance or by reason of the death of the Option Holder in the event of the
Option Holder's death, or (ii) the Option Holder or his personal representative
in the event of the Option Holder's disability, subject to the other terms of
this Agreement, the Plan and applicable laws, rules and regulations. For
purposes of this Agreement, the Committee shall determine the date of
disability of the Option Holder.

7. Restrictions on Exercise. This Option:

(a) may be exercised only with respect to full shares and no
fractional share of stock shall be issued;

(b) may not be exercised in whole or in part and no certificates
representing shares subject to such Option shall be delivered,
if any requisite approval or consent of any government
authority of any kind having jurisdiction over the exercise of
options shall not have been secured; and

(c) must be exercised prior to the date specified in Section 5(a)
and may be exercised only if at all times during the period
beginning with the date of the granting of the Option and
ending on the date that is 30 days prior to the date of
exercise the Option Holder was an employee of either the
Company or a subsidiary of the Company or a Director;
provided, however, if the Option Holder's continuous
employment, or service as a Director, is terminated by
disability or death, or if the Option Holder dies within said
30-day period, the Option may be exercised in accordance with
Section 5(b), or if the Option Holder's continuous employment,
or service as a Director, is terminated for good cause, the
Option will terminate as provided in Section 5(d).

8. Manner of Exercise. Subject to such administrative regulations as
the Committee may from time to time adopt, the Option Holder or, if applicable,
Option Holder's beneficiary shall, in order to exercise this Option:

(a) give written notice to the Committee of the exercise price and
the number of shares which he will purchase and furnish an
undertaking to make payment of such exercise price in United
States dollars before issuance of such shares; or

-3-
<PAGE> 9
(b) give written notice to the Committee of the exercise price and
the number of shares for which he is requesting approval from
the Committee to tender other shares of Common Stock in
exchange for Option shares.

Any notice shall include an undertaking to furnish or execute such
documents as the Committee in its discretion shall deem necessary (i) to
evidence such exercise, in whole or in part, of the Option evidenced by this
Agreement, (ii) to determine whether registration is then required under the
Securities Act of 1933, or any other law, as then in effect, (iii) to comply
with or satisfy the requirements of the Securities Act of 1933, or any other
law, as then in effect and (iv) to evidence that the shares of Common Stock
being tendered satisfy the conditions described in Section 3.

In addition, if an exercise under paragraph (b) above is requested,
the notice shall include an undertaking to tender to the Company (i) promptly
after receipt of denial by the Committee of the paragraph (b) request, full
payment in United States dollars of the Option exercise price for the shares
being purchased hereunder or (ii) promptly after receipt of approval by the
Committee of exercise of this Option or portion thereof by payment of Common
Stock, full payment in Common Stock in exchange for the shares being purchased
hereunder. In addition, the Option Holder shall tender payment of the amount
that may be requested pursuant to Section 15 by the Company for the purpose of
satisfying its liability to withhold federal, state or local income or other
taxes incurred by reason of the exercise of this Option.

The Committee shall advise the Option Holder or beneficiary in
writing, within ten business days after the first meeting of the Committee
following the date of exercise, whether the Committee approves the exchange of
Common Stock for Option stock being purchased. The Company must receive full
payment in United States dollars or the appropriate number of shares of Common
Stock, whichever applies, of the Option exercise price within five business
days after the date of the Committee's notice, unless the Committee extends the
time of payment.

9. Non-Assignability. This Option is not assignable or transferable by
the Option Holder except by will or by the laws of descent and distribution.

10. Rights of Shareholder. The Option Holder will have no rights as a
shareholder with respect to any shares covered by this Option until the
issuance of a certificate or certificates to the Option Holder for the shares.
Except as otherwise provided in Section 11 hereof, no adjustment shall be made
for dividends or other rights for which the record date is prior to the
issuance of such certificate or certificates.

-4-
<PAGE> 10
options granted under the Plan, which arrangements shall be binding upon Option
Holder, including, but not limited to, arrangements for the substitution of new
options for any options then outstanding, the assumption of any such options,
or payment for the outstanding options. If the Company becomes a party to an
agreement providing for the merger, consolidation or share exchange of or by
the Company and pursuant to that agreement the holders of Common Stock would
receive cash, securities or property from another person or entity and if the
Board or the Committee does not make arrangements for the substitution of new
options for any options then outstanding, the assumption of such options, or
payment for such options, the Plan shall terminate and this Option shall
terminate on the effective date of such transaction; provided, however, in such
circumstances (and unless this Option has previously terminated pursuant to
Section 5 hereof), this Option shall become immediately exercisable during the
five business days immediately preceding the effective date of such
transaction. If this Option would so terminate on the effective date of the
transaction, the Company shall give Option Holder at least 15 days' notice of
such termination and an opportunity to exercise this Option prior to such
termination.

12. Noncompetition Agreement. As a condition precedent to the
issuance of shares pursuant to the terms of this Option, the Option Holder, or
his guardian or personal representative must execute a Noncompetition Agreement
in the form of Exhibit "A" attached hereto and made a part hereof and hereby
agrees to comply with all of the terms of such agreement. Concurrent with the
issuance of such shares, the Option Holder, his personal representative, or his
guardian shall execute such Noncompetition Agreement and deliver such executed
agreement to the Company. The Noncompetition Agreement attached as Exhibit "A"
may be modified upon agreement of the Company and the Option Holder, but either
party may require the other to execute the form of agreement attached to this
Agreement.

13. Law Governing. This Agreement is intended to be performed in
the State of Texas and shall be construed and enforced in accordance with and
governed by the laws of such State.

14. Date of Grant. The date of grant of this Option is ___, _.

15. Withholding. It shall be a condition to the obligation of the
Company to issue or transfer shares of stock upon exercise of this Option that
the Option Holder pay to the Company, upon its demand, such amount as may be
requested by the Company for the purpose of satisfying its liability to
withhold federal, state or local income or other taxes incurred by reason of
the exercise of this Option. If the amount requested is not paid, the Company
may refuse to issue or transfer shares of stock upon exercise of this Option.

16. Shareholder Approval. This Option is subject to the approval
of the Plan, prior to _____, 1999, by the shareholders of the Company. Subject
to such approval, this Option is effective on the date of grant specified in
Section 14. If the Plan is not so approved, this Option will be of no effect.
No portion of this Option may be exercised prior to such approval.

-5-
<PAGE> 11
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Option Holder, to evidence his
consent and approval of all the terms hereof, has duly executed this Agreement,
as of the date specified in Section 14 hereof.

BEARCOM GROUP, INC.

By
-----------------------------

-------------------------------
Option Holder

-6-
<PAGE> 12
FORM OF

BEARCOM GROUP, INC.

INCENTIVE STOCK OPTION AGREEMENT

1. Grant of Option. Pursuant to the BearCom Group, Inc. 1998
Stock Option Plan (the "Plan",) BearCom Group, Inc. (the "Company") grants to

---------------------
(the "Option Holder")

an incentive stock option ("Option") to purchase from the Company a total of
_____shares of Common Stock, $0.01 par value, of the Company (the "Common
Stock") at $____ per share (representing at least the fair market value per
share of the Common Stock on the date of this grant), in the amounts, during
the periods and upon the terms and conditions set forth in this Agreement. This
Option is intended to constitute an incentive stock option within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

2. Time of Exercise. Except only as specifically provided
elsewhere in this Agreement, this Option is exercisable in the following
cumulative installments:

First installment. Up to ___% of the total optioned shares at any time
after ______________ from the date of grant set forth in Section 14
hereof.

Second installment. Up to an additional ___% of the total optioned
shares at any time after _________________ from the date of grant set
forth in Section 14 hereof.

Third installment. Up to an additional ___% of the total optioned
shares at any time after __________________ from the date of grant set
forth in Section 14 hereof.

Fourth installment. Up to an additional ___% of the total optioned
shares at any time after __________________ from the date of grant set
forth in Section 14 hereof.

If an installment covers a fractional share, such installment will be rounded
off to the next highest share, except the final installment, which will be for
the balance of the total optioned shares. In the event of the Option Holder's
termination of employment with the Company or a subsidiary of the Company
[within the meaning of Section 424(f) of the Code or as otherwise may be
described with respect to incentive stock options by the Code or by Internal
Revenue Service from time to time ("Subsidiary")] for whatever reason, the
Option will be exercisable only to the extent that the Option Holder could have
exercised it on the date of his termination of employment.
<PAGE> 13
3. Exercise of Option. The exercise of this Option shall entitle
the Option Holder to purchase shares of Common Stock of the Company. If
requested by the Option Holder and approved by the committee (the "Committee")
appointed pursuant to the terms of the Plan by the Board of Directors of the
Company (the "Board) to administer the Plan, the Option Holder may exercise
this Option or any portion hereof by tendering shares of Common Stock, in lieu
of cash payment for the Option shares being purchased, with the number of
shares tendered to be determined based on the closing price per share of the
Common Stock on the date of exercise, as quoted on the New York Stock Exchange
or successor stock exchange thereto, or other national securities exchange, or
if not so quoted, as determined by the Committee, provided that such shares
either (i) have been owned by the Option Holder for more than six months and
have been "paid for" within the meaning of Rule 144 promulgated under the
Securities Act of 1933 or (ii) were obtained by the Option Holder in the public
market.

4. Subject to Plan. This Option and the grant and exercise
thereof are subject to the terms and conditions of the Plan, which are
incorporated herein by reference and made a part hereof, but the terms of the
Plan shall not be considered an enlargement of any benefits under this
Agreement. In addition, this Option is subject to any rules and regulations
promulgated pursuant to the Plan, now or hereafter in effect.

5. Term. This Option will terminate at the first of the
following:

(a) 5 p.m. on ________, 20__ [10 years from the date of grant].

(b) 5 p.m. on the date 365 days following the date of the Option
Holder's death or disability.

(c) 5 p.m. on the date 30 days following the date the Option
Holder's employment with the Company or a Subsidiary of the
Company terminates for reasons other than good cause (as
hereinafter defined) or for a reason described in Section 5(b)
above.

(d) Upon the termination of the Option Holder's employment with
the Company or a Subsidiary of the Company for "good cause",
this Option will terminate immediately and the Option Holder
will forfeit any right to exercise any portion of this Option.
As used in this Agreement, "good cause" shall mean Option
Holder's (i) commission of a felony or any other criminal act
which the Board considers materially damaging to the
reputation of the Company, (ii) fraud, (iii) dishonesty,
self-dealing, or embezzlement, (iv) violation of Company's
published policies, or (v) gross or intentional neglect of
duty.

-2-
<PAGE> 14
without having exercised the Option as to all of the shares covered hereby, the
Option may be exercised to the extent the Option Holder could have exercised
the Option on the date of his death or disability at any time prior to the
earlier of the dates specified in Sections 5(a) and (b) hereof by (i) the
Option Holder's estate or a person who acquired the right to exercise the
Option by bequest or inheritance or by reason of the death of the Option Holder
in the event of the Option Holder's death, or (ii) the Option Holder or his
personal representative in the event of the Option Holder's disability, subject
to the other terms of this Agreement, the Plan and applicable laws, rules and
regulations. For purposes of this Agreement, the Company shall determine the
date of disability of the Option Holder.

7. Restrictions on Exercise. This Option:

(a) may be exercised only with respect to full shares and no
fractional share of stock shall be issued;

(b) may not be exercised in whole or in part and no cash or
certificates representing shares subject to such Option shall
be delivered, if any requisite approval or consent of any
government authority of any kind having jurisdiction over the
exercise of options shall not have been secured; and

(c) must be exercised prior to the date specified in Section 5(a)
and may be exercised only if at all times during the period
beginning with the date of the granting of the Option and
ending on the date 30 days prior to the date of exercise the
Option Holder was an employee of either the Company or a
Subsidiary of the Company; provided, however, if the Option
Holder's continuous employment is terminated by disability or
death, or if the Option Holder dies within said 30-day period,
the Option may be exercised in accordance with Section 5(b),
or if the Option Holder's continuous employment is terminated
for good cause, the Option will terminate as provided in
Section 5(d).

8. Manner of Exercise. Subject to such administrative regulations
as the Committee may from time to time adopt, the Option Holder or, if
applicable, Option Holder's beneficiary shall, in order to exercise this
Option:

(b) give written notice to the Committee of the exercise price and
the number of shares for which he is requesting approval from
the Committee to tender other shares of Common Stock in
exchange for Option shares.

-3-
<PAGE> 15
Any notice shall include an undertaking to furnish or execute such
documents as the Committee in its discretion shall deem necessary (i) to
evidence such exercise, in whole or in part, of the Option evidenced by this
Agreement, (ii) to determine whether registration is then required under the
Securities Act of 1933, or any other law, as then in effect, and (iii) to
comply with or satisfy the requirements of the Securities Act of 1933, or any
other law, as then in effect, (iii) to comply with or satisfy the requirements
of the Securities Act of 1933, or any other law, as then in effect and (iv) to
evidence that the shares of Common Stock being tendered satisfy the conditions
described in Section 3.

9. Non-Assignability. This Option is not assignable or
transferable by the Option Holder except by will or by the laws of descent and
distribution.

10. Rights of Shareholder. The Option Holder will have no rights
as a shareholder with respect to any shares covered by this Option until the
issuance of a certificate or certificates to the Option Holder for the shares.
Except as otherwise provided in Section 11 hereof, no adjustment shall be made
for dividends or other rights for which the record date is prior to the
issuance of such certificate or certificates.

11. Capital Adjustments; Anti-dilution; Mergers. The number of
shares of Common Stock covered by this Option, and the exercise price thereof,
may be adjusted to reflect, as deemed appropriate by the Board or the
Committee, any stock dividend, stock split, share combination, or the like of
or by the Company. In the event of a merger, consolidation, share exchange,
reorganization, liquidation, recapitalization, separation or the like of or by
the Company, the Board or the Committee may make such arrangements as it deems
advisable with respect to outstanding options granted under the Plan, which
arrangements shall be binding upon Option Holder, including, but not limited
to, arrangements for the substitution of new options for any options then
outstanding, the assumption of any such options, or payment for the outstanding
options. Any such arrangement shall comply with the requirements of Section 422
of the Internal Revenue Code of 1986, as

-4-
<PAGE> 16
amended, and the regulations thereunder. If the Company becomes a party to an
agreement providing for the merger, consolidation or share exchange of or by
the Company and pursuant to that agreement the holders of Common Stock would
receive cash, securities or property from another person or entity and if the
Board or the Committee does not make arrangements for the substitution of new
options for any options then outstanding, the assumption of such options, or
payment for such options, the Plan shall terminate and this Option shall
terminate on the effective date of such transaction; provided, however, in such
circumstances (and unless this Option has previously terminated pursuant to
Section 5 hereof), this Option shall become immediately exercisable during the
five business days immediately preceding the effective date of such
transaction. If this Option would so terminate on the effective date of the
transaction, the Company shall give Option Holder at least 15 days' notice of
such termination and an opportunity to exercise this Option prior to such
termination.

13. Law Governing. This Agreement is intended to be performed in
the State of Texas and shall be construed and enforced in accordance with and
governed by the laws of such State.

14. Date of Grant. The date of grant of this Option is ________,
___.

15. Shareholder Approval. This Option is subject to the approval
of the Plan, prior to __________, 1999, by the shareholders of the Company.
Subject to such approval, this Option is effective on the date of grant
specified in Section 14. If the Plan is not so approved, this Option will be of
no effect. No portion of this Option may be exercised prior to such approval.

-5-
<PAGE> 17
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Option Holder, to evidence his
consent and approval of all the terms hereof, has duly executed this Agreement,
as of the date specified in Section 14 hereof.

BEARCOM GROUP, INC.

By
---------------------------------

-----------------------------------
Option Holder

-6-

<PAGE> 1
EXHIBIT 10.6

SECOND AMENDMENT
TO
FOURTH AMENDED AND RESTATED LOAN AGREEMENT

This Second Amendment to Fourth Amended and Restated Loan Agreement
(this "Amendment") is entered into effective as of June 17, 1998, by and
between the following parties:

a. BEARCOM OPERATING, L.P. (the "Company"), and

b. WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION (the
"Bank").

RECITALS:

a. On August 29, 1997, the Company and the Bank entered
into that certain Fourth Amended and Restated Loan Agreement (the "Fourth
Restatement") in which the Bank agreed to provide certain loans and other
accommodations to the Company upon the conditions and in accordance with the
covenants set forth therein.

b. On March 27, 1998, the parties to the Fourth
Restatement entered into that certain First Amendment to Fourth Amended and
Restated Loan Agreement (with the Fourth Restatement, the "Loan Agreement", and
terms defined in the Loan Agreement and used herein shall have the definitions
herein as ascribed in the Loan Agreement, unless otherwise defined herein), in
which, among other things, the Bank consented to the Parent IPO (as defined
therein) which was expected to occur prior to June 1998.

c. As of the date hereof, the Parent IPO has not
occurred, and the Company has requested that Bank consent to the occurrence of
the Parent IPO at any time subsequent to June, 1998.

d. On the terms and conditions of this Amendment, the
Bank consents to the Parent IPO.

e. The parties hereto further agree to amend the Loan
Agreement, as set forth herein.

AGREEMENT:

NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

1. Consents.

A. The Bank hereby consents to the Company's
departure from Subsection 15(k) of the Loan Agreement to the
extent such covenant is violated by the Parent IPO

SECOND AMENDMENT TO FOURTH AMENDED
AND RESTATED LOAN AGREEMENT - Page 1
<PAGE> 2
provided (i) the amount of the net proceeds from the Parent
IPO are equal to or greater than the total amount of the loans
outstanding under the Loan Agreement as of the effective date
of the Parent IPO and (ii) the net proceeds from the Parent
IPO are used immediately to prepay all loans outstanding under
the Loan Agreement as of the effective date of the Parent IPO.

B. (i) The Bank hereby waives the Company's
compliance with the covenant set forth in Subsection 16(b) of
the Loan Agreement from the date hereof up to, but not
including, the date (if any) on which there are no loans
outstanding under the Loan Agreement. The Company's
obligation to comply with the covenant set forth in subsection
16(b) shall be reinstated and fully effective on and at all
times after such date.

(ii) Notwithstanding anything to the
contrary contained in the Loan Agreement, the Revolving Note,
the Acquisition Note or any other Loan Document, if (a) as of
July 31, 1998, the ratio of Total Structured Indebtedness to
Tangible Net Worth (as such terms are defined in subsection
16(b) of the Loan Agreement) is greater than 2.0 to 1.0 and
(b) on or before July 31, 1998, the Parent IPO has not
occurred, then (x) the interest rate applicable to all Prime
Rate Loans (as defined in the Revolving Note or the
Acquisition Note, as applicable) outstanding under the Loan
Agreement from August 1, 1998, through the maturity date of
such loans shall be the Prime Rate (as defined in the
Revolving Note or the Acquisition Note, as applicable) plus
1.75%, (y) the interest rate applicable to all LIBOR Loans (as
defined in the Revolving Note or the Acquisition Note, as
applicable) outstanding under the Loan Agreement from August
1, 1998, through the maturity date of such loans shall be the
Adjusted LIBOR Rate (as defined in the Revolving Note or the
Acquisition Note, as applicable) plus 3.00% and (z) the
Company shall immediately pay Bank a fee of $25,000.

(iii) If (a) the interest rate applicable
to loans outstanding under the Loan Agreement is increased
pursuant to clause (ii) above, and (b) as of the last day of
any calendar month after July 31, 1998, the ratio of Total
Structured Indebtedness to Tangible Net Worth is greater than
2.0 to 1.0, and (c) the Parent IPO has not occurred as of such
date, then the interest rate applicable to all outstanding
loans after such date shall be increased by 0.20%, provided,
however that the maximum interest rate applicable to any Prime
Rate Loan (as defined in the Revolving Note or the Acquisition
Note, as applicable) shall be the lesser of (m) the Prime Rate
(as defined in the Revolving Note or the Acquisition Note, as
applicable) plus 2.75% or (n) the Highest Lawful Rate (as
defined in the Revolving Note or the Acquisition Note, as
applicable) and the maximum interest rate applicable to any
LIBOR Loan (as defined in the Revolving Note or the
Acquisition Note, as applicable) shall be the lesser of (y)
the Adjusted LIBOR Rate (as defined in the Revolving Note or
the Acquisition Note, as applicable) plus 4.00% and (z) the
Highest Lawful Rate (as defined in the Revolving Note or the
Acquisition Note, as applicable).

C. The consent and waiver specifically described
in this Section 1 shall not constitute and shall not be deemed
a waiver of any Event of Default or a consent to the departure
from provisions of the Loan Agreement other than as
specifically described above, or a waiver of any rights or
remedies arising as a result of any Events of Default.

SECOND AMENDMENT TO FOURTH AMENDED
AND RESTATED LOAN AGREEMENT - Page 2
<PAGE> 3
The failure to comply with the covenant described in Sections
1A or B above for any date, or any period ending on any date,
or for any activity other than as specifically described above
shall constitute an Event of Default.

2. Amendments to the Loan Agreement. As of the date
hereof, the Loan Agreement is hereby amended as follows:

A. The first 3 sentences of subsection 1(a) of
the Loan Agreement are amended and restated in their
entireties to read as follows:

(a) Subject to, and upon the terms,
conditions, covenants and agreements contained
herein, the Bank agrees to loan the Company, (i) at
any time, and from time to time prior to July 31,
1998, such amounts as the Company may request up to
but not exceeding an aggregate principal sum at any
time outstanding equal to $27,000,000, (ii) at any
time, and from time to time during the period from
and including August 1, 1998, through and including
March 31, 1999, such amounts as the Company may
request up to but not exceeding an aggregate
principal sum at any time outstanding equal to
$25,000,000, and (iii) thereafter, at any time, and
from time to time prior to the maturity of the
Company's promissory note executed in conjunction
with this Agreement, such amounts as the Company may
request up to but not exceeding an aggregate
principal sum at any time outstanding equal to
$22,000,000 (the "Revolving Line of Credit"); within
such limits and during such period, the Company may
borrow, repay, and re-borrow hereunder. All loans
under the Revolving Line of Credit shall be evidenced
by the Company's Renewal Master Revolving Credit Note
dated June 17, 1998 (the "Revolving Note"), in form
and substance satisfactory to the Bank, payable to
the order of the Bank, and bearing interest upon the
terms provided therein (but in no event to exceed the
maximum non-usurious interest rate permitted by law).
The principal of and interest on the Revolving Note
shall be due and payable as set forth on the face of
the Revolving Note; provided that if at any time the
aggregate principal amount of the outstanding loans
under the Revolving Line of Credit exceeds the
maximum amount permitted by this subsection 1(a) for
such time, the Company shall immediately repay the
excess principal amount of such loans to the Bank.

B. Exhibit B-2 to the Loan Agreement is amended
in its entirety to read as set forth in Exhibit B-2 attached
hereto.

3. Conditions. The effectiveness of this Amendment is
subject to the satisfaction of each of the following conditions precedent:

A. Documents. Bank shall have received each of
the following duly executed documents, in form and substance
satisfactory to the Bank:

SECOND AMENDMENT TO FOURTH AMENDED
AND RESTATED LOAN AGREEMENT - Page 3
<PAGE> 4
(1) A Revolving Note dated as of the
date hereof;

(2) A consent to this Amendment, and a
reaffirmation of the applicable guaranty agreement,
each executed by Parent, Page-Com GP, Inc. and Bear
Communications, Inc.; and

(3) Such other documents as Agent may
request.

B. Payment of Bank's Costs. The Company agrees
to pay within ten (10) days of receipt of a statement, the
reasonable legal fees and expenses incurred by the Bank in
connection with this Amendment and the associated
documentation.

C. Additional Information. The Bank shall have
received such additional information and materials as the Bank
may reasonably request, including, without limitation,
evidence of the authority of Company to enter into this
Amendment and the documents contemplated hereby.

4. Representations and Warranties. The Company hereby
represents and warrants that (i) the execution, delivery and performance by the
Company of this Amendment have been duly authorized by all necessary corporate
action and will not violate the certificate of incorporation or bylaws of the
Company; (ii) this Amendment is a legal, valid and binding obligation of the
Company enforceable against the Company in accordance with its terms, except to
the extent that such enforcement may be limited by applicable bankruptcy,
insolvency and other similar laws affecting creditors' rights generally, or by
general principles of equity limiting the availability of certain remedies;
(iii) the representations and warranties set forth in the Loan Agreement, as
amended hereby, and all Loan Documents are true and correct on and as of the
date hereof as though made on and as of the date hereof; (iv) no Event of
Default or event that with the giving of notice or lapse of time or both would
be an Event of Default has occurred and is continuing other than the Existing
Defaults; and (v) there are no claims or offsets against or defenses or
counterclaims to the terms and provisions of any obligations of the Company
created or evidenced by the Loan Agreement or other Loan Documents.

5. Year 2000 Compliance. The Company shall perform all
acts reasonably necessary to ensure that (i) the Company and any business in
which the Company holds a substantial interest, and (ii) all customers,
suppliers and vendors that are material to the Company's business, become Year
2000 Compliant in a timely manner. Such acts shall include, without
limitation, performing a comprehensive review and assessment of all of the
Company's systems and adopting a detailed plan, with itemized budget, for the
remediation, monitoring and testing of such systems. As used in this
paragraph, "Year 2000 Compliant" shall mean, in regard to any entity, that all
software, hardware, firmware, equipment, goods or systems utilized by or
material to the business operations or financial condition of such entity, will
properly perform date sensitive functions before, during and after the year
2000. The Company shall, immediately upon request, provide to the Bank such
certifications or other evidence of the Company's compliance with the terms of
this paragraph as the Bank may from time to time require.

SECOND AMENDMENT TO FOURTH AMENDED
AND RESTATED LOAN AGREEMENT - Page 4
<PAGE> 5
6. Miscellaneous.

A. Effectiveness. Except as specified herein, all
terms and conditions of the Loan Agreement and all other Loan Documents
shall remain unmodified and in full force and effect. The parties
hereto agree and acknowledge that neither the Bank's consent to, nor
its knowledge of, the execution of the agreements, bills of sale and
other documents described in the Recitals to this Amendment shall be
construed as an express or implied amendment or waiver of any term,
condition or restriction set forth in the Loan Agreement or other Loan
Documents, except as expressly amended or waived hereinabove.
Further, the Company hereby ratifies and reaffirms the Company's
obligations and agreements under the Loan Documents, agrees that the
Loan Documents shall remain in full force and effect, notwithstanding
execution of this Amendment, and agrees that the Loan Documents shall
continue to be the legal, valid and binding obligations of the
Company, enforceable in accordance with the terms therein. In
furtherance of the foregoing, the Company agrees that the
"Obligations" as defined in the Security Agreement, include, without
limitation, the obligations, indebtedness and liability of the Company
to the Bank under the Loan Agreement, this Amendment and the Revolving
Note executed pursuant hereto.

B. Survival of Representations and Warranties. All
representations and warranties made in this Amendment or in any other
Loan Document shall survive the execution and delivery of this
Amendment and any other Loan Documents and no investigation by the
Bank or any closing shall affect the representations and warranties or
the right of the Bank to rely upon them.

C. Reference to Agreement. Each of the Loan Documents
are hereby amended so that any reference in such Loan Documents to the
Loan Agreement shall mean a reference to the Loan Agreement as amended
hereby.

D. Severability. Any provision of this Amendment held
by a court of competent jurisdiction to be invalid or enforceable
shall not impair or invalidate the remainder of this Amendment and any
effect thereof shall be confined to the provisions so held to be
invalid or unenforceable.

E. Successors and Assigns. This Amendment is binding
upon and shall inure to the benefit of the Company and the Bank and
their respective successors and assigns, except that the Company may
not assign or transfer any of its rights or obligations hereunder
without the prior written consent of the Bank.

F. Effective Waiver. No consent or waiver expressed
or implied by the Bank to or for any breach of or deviation from any
convent, condition or duty by the Company shall be deemed a consent or
waiver to or of any other breach of the same or any other covenant,
condition or duty.

SECOND AMENDMENT TO FOURTH AMENDED
AND RESTATED LOAN AGREEMENT - Page 5
<PAGE> 6
G. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of Texas.

H. Counterparts. This Amendment may be executed in
any number of counterparts, all of which taken together shall
constitute one and the same agreement and any of the parties hereto
may execute this Amendment by signing any such counterpart.

I. NO ORAL AGREEMENTS. THIS AMENDMENT CONSTITUTES A
WRITTEN AGREEMENT THAT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES RELATING TO THE
LOAN DOCUMENTS.

IN WITNESS WHEREOF, the Company and the Bank have caused this
Amendment to be duly executed as of the day and year first above written.

BEARCOM OPERATING, L.P.

By: Page-Com GP, Inc., its general
partner

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

WELLS FARGO BANK (TEXAS),
NATIONAL ASSOCIATION

By:
---------------------------------
Craig Scheef
Vice President

SECOND AMENDMENT TO FOURTH AMENDED
AND RESTATED LOAN AGREEMENT - Page 6
<PAGE> 7
EXHIBIT B-2

BEARCOM OPERATING, L.P.

DRAW REQUEST FORM

FROM: BEARCOM OPERATING, L.P.
11545 Pagemill Road
Dallas, Texas 75243

TO: Wells Fargo Bank (Texas), National Association
1445 Ross Avenue, 3rd Floor
Dallas, Texas 75202
Attention: Craig Scheef

RE: $27,000,000 Revolving Line of Credit

DATE: __________________, 199__

This Draw Request is delivered pursuant to Subsection 16(e) of that
certain Fourth Amended and Restated Loan Agreement, dated as of August 29,
1997, executed by BEARCOM OPERATING, L.P. ("Borrower") and WELLS FARGO BANK
(TEXAS), NATIONAL ASSOCIATION, formerly First Interstate Bank of Texas, N.A.
("Bank") (as amended from time to time, the "Loan Agreement"). All terms
defined in the Loan Agreement shall have the same meaning herein, except as
expressly stipulated otherwise herein.

<TABLE>
<S> <C>
Loan Activity

Total Availability is limited to the lower of $27,000,000 or
Borrowing Base Availability as of ___________, 199__: $___________
Preceding Day Loan Balance $___________
Less: Funds Swept by Bank from Lockbox Acct.
4008332027 ($__________)

Plus: Advance Requested with this Certificate: $___________
Letters of Credit Outstanding : $___________
New Loan Balance as of: $___________

Availability

Lesser of Borrowing Base or $27,000,000 $___________
Less: New Loan Balance ($__________)
Availability Remaining: $___________
</TABLE>

EXHIBIT B-2, Page 1
<PAGE> 8
Executed and delivered this _____ day of ________________, 199__.

PAGE-COM GP, INC.,
in its capacity as general
partner of BearCom Operating, L.P.

By:
----------------------------
Name:
--------------------------
Title:
-------------------------

EXHIBIT B-2, Page 2

<PAGE> 1
EXHIBIT 10.11

MERIDIAN POINT PROPERTIES, INC. INDUSTRIAL LEASE
SUMMARY:

PARTIES
LESSOR: DFW Nine

a California limited partnership

LESSEE: Page-Com, Incorporated

a Texas corporation

PREMISES

ADDRESS: 11545 Pagemill Road, Dallas

COUNTY: Dallas

STATE: Texas

SQ.FT. APPROXIMATELY: 36,736

RENT
BASE RENT: Month 1: $8,418.67/month
Months 2-3: 0.00/month
Months 4-12: 8,418.67/month
Months 13-24: 9,184.00/month
Months 25-38: 9,949.33/month

ESCROW PAYMENTS
TAX ESCROW PAYMENT: $ 1928.64

INS. ESCROW PAYMENT: $ 367.36

COMMON AREA CHARGES: $ 0

OTHER: $ 0

TOTAL INITIAL MO. RENT $10,714.67

SECURITY DEPOSIT:

TERM
COMMENCEMENT DATE: December 1, 1993

LENGTH OF LEASE: Thirty Eight (38) Months

BROKER
COMPANY: James Dollar Company

NOTICE ADDRESSES
LESSOR: Wilcox Realty Group Inc.
1445 Ross Avenue, Suite 4900
Dallas, Texas 75202

LESSEE: 11545 Pagemill Road
Dallas, Texas 75243

LESSEE's
COUNSEL:

EXHIBITS

EXHIBIT "A" Legal Description

EXHIBIT "B" Special Provisions

EXHIBIT "C"

MERIDIAN POINT LEASE REVISED 11/18/92 INDUSTRIAL LEASE

<PAGE> 2

Industrial Lease

LEASE AGREEMENT

THIS LEASE AGREEMENT is made and entered into by and between DFW Nine, a
California limited partnership hereinafter referred to as "Lessor", and
Page-Com, Incorporated, a Texas corporation, hereinafter referred to as
"Lessee".

WITNESSETH:

1. PREMISES AND TERM.

A. In consideration of the mutual obligations of Lessor and Lessee set
forth herein, Lessor leases to Lessee, and Lessee hereby takes from Lessor, the
Leased Premises containing approximately 36,736 rentable square feet located at
11545 Pagemill Road, Dallas, situated within the County of Dallas, State of
Texas, located on the real property more particularly described on EXHIBIT "A"
attached hereto and incorporated herein by reference, (the "Leased Premises"),
together with all rights, privileges, easements, appurtenances, and amenities
belonging to or in any way pertaining to the Leased Premises, to have and to
hold, subject to the terms, covenants and conditions in this Lease.

B. The term of this Lease shall commence on the Commencement Date (herein
so called) hereinafter set forth and shall end on the last day of the month that
is thirty-eight (38) months after the Commencement Date.

C. EXISTING BUILDING. If no improvements are to be constructed to the
Leased Premises, the Commencement Date shall be December 1, 1993. Lessee
acknowledges that: (i) it has inspected and accepts the Leased Premises, (ii)
the buildings and improvements comprising the same are suitable for the purpose
for which the Leased Premises are leased, (iii) the Leased Premises are in good
and satisfactory condition, and (iv) no representations as to the repair of the
Leased Premises, nor promises to alter, remodel or improve the Leased Premises,
have been made by Lessor (unless otherwise expressly set forth in this Lease).

D. BUILDING TO BE CONSTRUCTED OR SHELL SPACE. If the Leased Premises or
part thereof are to be constructed, the Commencement Date shall be deemed to be
the date upon which the Leased Premises and other improvements to be erected in
accordance with the plans and specifications described on Exhibit "B" attached
hereto and incorporated herein by reference (the "Plans") have been
substantially completed. As used herein, the term "substantially completed"
shall mean that in the opinion of the architect or space planner that prepared
the Plans, such improvements have been completed in accordance with the Plans
and the Leased Premises are in good and satisfactory condition, subject only to
completion of minor punch list items. As soon as such improvements have been
substantially completed, Lessor shall notify Lessee in writing that the
Commencement Date has occurred. Within ten (10) days thereafter, Lessee shall
submit to Lessor in writing a punch list of items needing completion or
correction. Lessor shall use its best efforts to complete such items within
thirty (30) days after the receipt of such notice. In the event Lessee, its
employees, agents or contractors cause construction of such improvements to be
delayed, the Commencement Date shall be deemed to be the date that, in the
opinion of the architect or space planner that prepared the Plans, substantial
completion would have occurred if such delays had not taken place.

E. The occupancy of the Leased Premises by Lessee shall constitute the
acknowledgement and agreement of Lessee that Lessee has inspected the Leased
Premises, that Lessee is fully familiar with the physical condition of the
Leased Premises, that Lessee has received same in good order and condition and
that the Leased Premises comply in all respects with the requirements of this
Lease and are specifically suitable to Lessee's purpose. LESSOR AND LESSEE AGREE
THAT LESSOR MAKES NO WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED,
CONCERNING THE REPAIR OR CONDITION OF THE LEASED PREMISES OR THE FITNESS OR
SUITABILITY OF THE LEASED PREMISES FOR LESSEE'S INTENDED USE, OTHER THAN AS
EXPRESSLY SET FORTH IN THIS LEASE. LESSEE HEREBY EXPRESSLY AND SPECIFICALLY
WAIVES ALL SUCH WARRANTIES.

2. BASE RENT, SECURITY DEPOSIT, AND ESCROW PAYMENTS.

A. Lessee agrees to pay to Lessor rent for the Leased Premises, in
advance, without demand, deduction or set off, at the rate of "see Exhibit "B"
Base Rent Schedule" during the term hereof. One such monthly installment, plus
the other monthly charges set forth in Paragraph 2C below, shall be due and
payable on the date hereof and a like monthly installment shall be due and
payable on or before the first day of each calendar month succeeding the
Commencement Date, except that all payments due hereunder for any fractional
calendar month shall be prorated.

B. Lessee agrees to pay its Proportionate Share (as defined in Paragraph
23B) of (i) taxes payable by Lessor pursuant to paragraph 3A, (ii) the cost of
maintaining insurance pursuant to paragraph 9, and (iii) all common area charges
including, without limitation, the cost of repairs pursuant to Paragraph 4, the
cost of utilities pursuant to Paragraph 8, and the cost of security service
pursuant to Paragraph 24. All such charges listed in this subparagraph 2C (iii)
are collectively referred to in this Lease, and particularly in this Paragraph
2C, as Common Area Charges. During each month of the term of this Lease, on the
same day that rent is due hereunder, Lessee shall escrow with Lessor an amount
equal to 1/12 of the estimated annual cost of its Proportionate Share of such
items. Lessee authorizes Lessor to use the funds deposited with Lessor under
this Paragraph 2C to pay such costs. The initial monthly escrow payments are
based upon the estimated amounts for the calendar year in which the Lease
commences, and shall be

MERIDIAN POINT LEASE REVISED 11/18/92

<PAGE> 3

increased or decreased annually to reflect the projected actual cost of all such
items. If the Lessee's total escrow payments are less than Lessee's actual
Proportionate Share of all such items, Lessee shall pay the difference to Lessor
within ten (10) days after demand. If the total escrow payments of Lessee are
more than Lessee's actual proportionate share of all such items, Lessor shall
retain such excess and credit it against Lessee's next annual escrow payments.
The amount of the monthly rental and the initial monthly escrow payments are
collectively denominated in this Lease as "Rent", and is itemized as follows:

<TABLE>
<S> <C>
(1) Initial Base Rent as set forth in Paragraph 2A $ 8,418.67
(2) Tax Escrow Payment 1,928.64
(3) Insurance Escrow Payment 367.36
(4) Common Area Charges 0.00
(5) Other 0.00

TOTAL INITIAL MONTHLY RENT $ 10,714.67
</TABLE>

3. TAXES.

A. Lessor agrees to pay all taxes, assessments and governmental charges of
any kind and nature (collectively referred to herein as "Taxes") that accrue
against the Leased Premises, and/or the land and/or improvements of which the
Leased Premises are a part. If at any time during the term of this Lease, there
shall be levied, assessed or imposed on Lessor a capital levy or other tax
directly on the rents received therefrom and/or a franchise tax, assessment,
levy or charge measured by or based, in whole or in part, upon such rents from
the Leased Premises and/or other land and improvements of which the Leased
Premises are a part, then all such taxes, assessments, levies or charges, or the
part thereof so measured or based, shall be deemed to be included within the
term "Taxes" for the purposes hereof. The Lessor shall have the right to employ
a tax consulting firm to attempt to assure a fair tax burden on the building and
grounds within the applicable taxing jurisdiction. Lessee agrees to pay its
Proportionate Share of the cost of such consultant.

B. Lessee shall be liable for all taxes levied or assessed against any
personal property or fixtures placed in the Leased Premises. If any such taxes
are levied or assessed against Lessor or Lessor's property and (i) Lessor pays
the same or (ii) the assessed value of Lessor's property is increased by
inclusion of such personal property and fixtures and Lessor pays the increased
taxes, then upon demand, Lessee shall pay to Lessor such taxes.

4. LESSOR'S REPAIRS

A. Lessor, at its own cost and expense, shall maintain only the roof,
foundation and the structural soundness of the exterior walls of the building of
which the Leased Premises are a part in good repair, reasonable wear and tear
excluded. The term "walls" as used herein, shall not include windows, glass or
plate glass, doors, special store fronts or office entries. Lessee shall
immediately give Lessor written notice of defect or need for repairs, after
which Lessor shall have reasonable opportunity to repair same or cure same.

B. Lessor reserves the right to perform the paving, common area and
landscape replacement and maintenance, exterior painting, common sewage line
plumbing and any other items that are otherwise Lessee's obligations under
Paragraph 5A, in which event, Lessee shall be liable for its Proportionate Share
of the cost and expense of such repair, replacement, maintenance and other such
items.

C. Lessee agrees to pay its Proportionate Share of the cost of (i)
maintenance and/or landscaping of any property that is a part of the building
and/or project of which the Leased Premises are a part, (ii) maintenance and/or
landscaping of any property that is maintained or landscaped by any property
owner or community owner association that is named in the restrictive covenants
or deed restrictions to which the Leased Premises are subject, and (iii)
operating and maintaining any property, facilities or services provided for the
common use of Lessee and other lessees of any project or building of which the
Leased Premises are a part.

5. LESSEE'S REPAIRS

A. Lessee, at its own cost and expense, shall (i) maintain all parts of
the Leased Premises, landscape and grounds surrounding the Leased Premises
(except those for which Lessor is expressly responsible hereunder) in good
condition, (ii) promptly make all necessary repairs and replacements, (iii) keep
the parking areas, driveways and alleys surrounding the Leased Premises in a
clean and sanitary condition, and (iv) maintain any spur track servicing the
Leased Premises. Lessee agrees to sign a joint maintenance agreement with the
railroad company servicing the Leased Premises if requested by the railroad
company. Lessor shall have the right to coordinate all repairs and maintenance
of any rail tracks serving or intended to serve the Leased Premises and, if
Lessee uses such rail tracks, Lessee shall reimburse Lessor from time to time,
upon demand, for its Proportionate Share of the costs of such repairs and
maintenance and any other sums specified in any agreement respecting such tracks
to which Lessor is a party.

B. Lessee and its employees, customers and licensees shall have the
exclusive rights to use any parking areas that have been designated for such use
by Lessor in writing, subject to (i) all rules and regulations promulgated by
Lessor and (ii) rights of ingress and egress of other lessees. Lessor shall not
be responsible for enforcing Lessee's parking rights against any third parties.
Lessee agrees not to use more spaces than so provided. In the absence of written
designation of parking spaces by Lessor, Lessee shall have a license to use
parking spaces at the Leased Premises, subject to use of the parking spaces by
other lessees of the building or project in which the Leased Premises is
located.

C. Lessee, at its own cost and expense, shall enter into a regularly
scheduled preventive maintenance/service contract with a maintenance contractor
approved by Lessor for servicing all hot water, heating and air conditioning
systems and equipment within the Leased Premises. The service contract must
include all services suggested by the equipment manufacturer in its
operations/maintenance manual and must become effective within thirty (30) days
of the date Lessee takes possession of the Leased Premises.

MERIDIAN POINT LEASE REVISED 11/18/92

<PAGE> 4

6. ALTERATIONS.

A. Lessee shall not make any alterations, additions or improvements to the
Leased Premises without the prior written consent of Lessor. Lessee, at its own
cost and expense, may erect such shelves, bins, machinery and trade fixtures as
it desires provided that: (i) such items do not alter the basic character of the
Leased Premises or the building and/or improvements of which the Leased Premises
are a part; (ii) such items do not overload or damage the same; (iii) such items
may be removed without injury to the Leased Premises; and (iv) the construction,
erection or installation thereof complies with all applicable governmental laws,
ordinances, regulations and with Lessor's specifications and requirements. All
alterations, additions, improvements and partitions erected by Lessee shall be
and remain the property of Lessor. All shelves, bins, machinery and trade
fixtures installed by Lessee shall remain the property of Lessee and shall be
removed on or before the earlier to occur of the date of termination of this
Lease or vacating the Leased Premises, at which time Lessee shall restore the
Leased Premises to their original condition. All alterations, installations,
removals and restoration shall be performed in a good and workmanlike manner so
as not to damage or alter the primary structure or structural qualities of the
buildings and other improvements situated on the Leased Premises or of which the
Leased Premises are a part.

7. SIGNS.

A. Any signage Lessee desires for the Premises shall be subject to
Lessor's written approval and shall be submitted to Lessor prior to the
Commencement Date of this Lease. Lessee shall repair, paint, and/or replace the
building facia surface to which its signs are attached upon vacation of the
Leased Premises, or the removal or alteration of its signage. Lessee shall not:
(i) make any changes to the exterior of the Leased Premises, (ii) install any
exterior lights, decorations, balloons, flags, pennants, banners or painting, or
(iii) erect or install any signs, windows or door lettering, placards,
decorations or advertising media of any type which can be viewed from the
exterior of the Leased Premises, without Lessor's prior written consent. All
signs, decorations, advertising media, blinds, draperies and other window
treatment or bars or other security installations visible from the outside of
the Leased Premises shall conform in all respects to the criteria established by
the Lessor.

8. UTILITIES.

A. Lessor agrees to provide normal water and electricity service to the
Leased Premises. Lessee shall pay for all water, gas, heat, light, power,
telephone, sewer, sprinkler charges and other utilities and services used on or
at the Leased Premises, together with any taxes, penalties, surcharges or the
like pertaining to the Lessee's use of the Leased Premises, and any maintenance
charges for utilities. Lessor shall have the right to cause any of said services
to be separately metered to Lessee, at Lessee's expense. Lessee shall pay its
Proportionate Share, as reasonably determined by Lessor, of all charges for
jointly metered utilities.

B. No interruption or malfunction of any utility service, or if either the
quantity or character of any utility service is changed or is no longer
available to or is no longer suitable for Lessee's requirements, shall
constitute an eviction or disturbance of Lessee's use or possession of the
Leased Premises or a breach by Lessor of any of Lessor's obligations hereunder
or render Lessor liable or responsible to Lessee for any damage which Lessee may
sustain or incur or entitle Lessee to be relieved from any of Lessee's
obligations hereunder, including, without limitation, the obligation to pay
Rent, or grant Lessee any right to set-off, abatement, or recoupment. The
failure by Lessor to furnish, or any slowdown, stoppage, or interruption of, any
utility service resulting from causes beyond the control of Lessor, including
without limitation, Lessor's compliance with any voluntary or similar
governmental or business guidelines now or hereafter published or any
requirements now or hereafter established by any governmental agency, board, or
bureau having jurisdiction over the operation of the Building, shall not render
Lessor liable in any respect for damages to either persons, property, or
business, or be construed as an eviction of Lessee or work an abatement of Rent,
nor relieve Lessee of Lessee's obligations for fulfillment of any covenant or
agreement hereof. Should any equipment or machinery furnished by Lessor break
down or for any cause cease to function properly, Lessor shall use reasonable
diligence to repair same promptly, but Lessee shall have no claim for abatement
of Rent or damages on account of any interruption of service occasioned thereby
or resulting therefrom.

9. INSURANCE.

A. Lessor shall maintain replacement cost broad form fire and extended
coverage insurance on the Leased Premises or on the building of which the Leased
Premises are a part in such amount as may be required by Lessor's mortgagee.

B. Lessee, at its own expense, shall maintain during the term of this Lease
a policy or policies of worker's compensation and comprehensive general
liability insurance, including personal injury and property damage, with
contractual liability endorsement, in the amount of One Million Dollars
($1,000,000) for property damage and One Million Dollars ($1,000,000.00) per
occurrence for personal injuries or deaths of persons occurring in or about the
Leased Premises. Lessee, at its own expense, also shall maintain during the term
of this Lease broad form fire and extended coverage insurance covering the
replacement cost of: (i) all alterations, additions, partitions and improvements
installed or placed on the Leased Premises by Lessee or by Lessor on behalf of
Lessee and (ii) all of Lessee's personal property contained within the Leased
Premises. Said policies shall (i) name Lessor as an additional insured and
insure Lessor's contingent liability under this Lease (except for the worker's
compensation policy, which instead shall include waiver of subrogation
endorsement in favor of Lessor), (ii) be issued by an insurance company which is
rated "A" XI or better by Best's Rating Service and, (iii) provide that said
insurance shall not be cancelled or modified unless thirty (30) days prior
written notice shall have been given to Lessor. Said policy or policies or
certificates thereof shall be delivered to Lessor by Lessee upon commencement of
the term of the Lease and upon each renewal of said insurance.

C. Lessee, will not permit the Leased Premises to be used for any purpose
or in any manner that would (i) void the insurance thereon, (ii) increase the
insurance risk or the premiums for insurance, or (iii) cause the disallowance of
any sprinkler credits, including without limitation, use of the Leased Premises
for the receipt, storage or handling of any product, material or merchandise
that is, explosive or highly inflammable. If any increase in the cost of any
insurance on the Leased Premises or the building of which the Leased Premises
are a part is caused by Lessee's use of the Leased Premises, or because Lessee
vacates the Leased Premises, then Lessee shall pay the amount of such increase
to Lessor.

MERIDIAN POINT LEASE REVISED 11/18/92

<PAGE> 5

10. FIRE AND CASUALTY DAMAGE.

A. If the Leased Premises or the building of which the Leased Premises are
a part should be damaged or destroyed by fire or other peril, Lessee immediately
shall give written notice to Lessor. If the buildings situated upon the Leased
Premises or of which the Leased Premises are a part should be totally destroyed
by any peril covered by the insurance to be provided by Lessor under Paragraph
9A above, or if they should be so damaged hereby that, in Lessor's estimation,
rebuilding or repairs cannot be completed within one hundred eighty (180) days
after the date of such damage, this Leased shall terminate and the Rent shall be
abated during the unexpired portion of this Lease, effective upon the date of
the occurrence of such damage

B. If the buildings situated upon the Leased Premises or of which the
Leased Premises are a part should be damaged by any peril covered by the
insurance to be provided by Lessor under Paragraph 9A above, and in Lessor's
estimation, rebuilding or repairs can be substantially completed within one
hundred eighty (180) days after the date of such damage, this Lease shall not
terminate, and Lessor shall restore the Leased Premises to substantially its
previous condition, except that Lessor shall not be required to rebuild, repair
or replace any part of the partitions, fixtures, additions and other
improvements that may have been constructed, erected or installed in, on or
about the Leased Premises or for the benefit of, or by or for Lessee. If such
repairs and rebuilding have not been substantially completed within one hundred
eighty (180) days after the date of such damage, Lessee, as Lessee's exclusive
remedy, may terminate this Lease by delivering written notice of termination to
Lessor, in which event the rights and obligations hereunder shall cease and
terminate.

C. Notwithstanding anything herein to the contrary, in the event the
holder of any indebtedness secured by a mortgage or deed of trust covering the
Leased Premises requires that the insurance proceeds be applied to such
indebtedness, then Lessor shall have the right to terminate this Lease by
delivering written notice of termination to Lessee within fifteen (15) days
after such requirement is made known by any such holder, whereupon all rights
and obligations hereunder shall cease and terminate.

D. Anything in this Lease to the contrary notwithstanding, Lessor and
Lessee hereby waive and release each other of any from any and all rights of
recovery, claim, action or cause of action, against each other, their agents,
officers and employees, for any loss or damage that may occur to the Leased
Premises, improvements to the building of which the Leased Premises are a part,
or personal property (building contents) within the building and/or Leased
Premises, for any reason regardless of cause or origin. Each party to this Lease
agrees immediately after execution of this Lease to give each insurance company
which has issued to it policies of fire and extended coverage insurance, written
notice of the terms of the mutual waivers contained in this subparagraph, and if
necessary, to have the insurance policies properly endorsed.

11. LIABILITY AND INDEMNIFICATION.

LESSOR AND LESSEE AGREE THAT THE OBLIGATIONS AND COVENANTS CONTAINED
IN THIS PARAGRAPH ARE SPECIFICALLY PART OF THE CONSIDERATION FOR THE LESSOR'S
EXECUTION OF THIS LEASE. LESSOR SHALL NOT BE LIABLE TO LESSEE OR LESSEE'S
EMPLOYEES, AGENTS, PATRONS OR VISITORS, OR TO ANY OTHER PERSON WHOMSOEVER, FOR
ANY INJURY TO PERSON OR DAMAGE TO PROPERTY ON OR ABOUT THE LEASED PREMISES, THE
COMMON AREAS OR THE PROPERTY UPON WHICH THE LEASED PREMISES IS LOCATED,
RESULTING FROM AND/OR CAUSED IN PART OR WHOLE BY THE ACT, OMISSION, NEGLIGENCE
OR MISCONDUCT OF LESSEE, ITS AGENTS, SERVANTS OR EMPLOYEES, OR ANY OTHER PERSON
ENTERING UPON THE LEASED PREMISES, OR CAUSED BY THE BUILDING AND/OR IMPROVEMENTS
LOCATED ON THE LEASED PREMISES BECOMING OUT OF REPAIR, OR CAUSED BY LEAKAGE OF
GAS, OIL, WATER OR STEAM OR BY ELECTRICITY EMANATING FROM THE LEASED PREMISES,
OR DUE TO THE CONDUCT OF LESSEE'S BUSINESS AT THE LEASED PREMISES OR DUE TO A
DEFAULT BY LESSEE IN ITS OBLIGATIONS HEREUNDER, OR DUE TO ANY CAUSE WHATSOEVER,
INCLUDING THE NEGLIGENCE OF LESSOR, AND/OR LESSOR'S AGENTS OR EMPLOYEES, AND
LESSEE HEREBY COVENANTS AND AGREES THAT IT WILL AT ALL TIMES INDEMNIFY AND HOLD
SAFE AND HARMLESS THE LEASED PREMISES, THE LESSOR, LESSOR'S AGENTS AND
EMPLOYEES, FROM ANY LOSS, LIABILITY, CLAIMS, SUITS, COSTS AND EXPENSES,
INCLUDING WITHOUT LIMITATION ATTORNEY'S FEES AND DAMAGES, BOTH REAL AND ALLEGED,
ARISING OUT OF ANY SUCH DAMAGE OR INJURY; EXCEPT INJURY TO PERSONS OR DAMAGE TO
PROPERTY THE SOLE CAUSE OF WHICH IS THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
OF LESSOR OR THE FAILURE OF LESSOR TO REPAIR ANY PART OF THE LEASED PREMISES
WHICH LESSOR IS OBLIGATED TO REPAIR AND MAINTAIN HEREUNDER WITHIN A REASONABLE
TIME AFTER THE RECEIPT OF WRITTEN NOTICE FROM LESSEE OF NEEDED REPAIRS. LESSEE
ACKNOWLEDGES THAT THIS WAIVER AND INDEMNITY INCLUDE, WITHOUT LIMITATION, INJURY
AND/OR DAMAGE WHICH IS THE RESULT OF THE NEGLIGENCE OF LESSOR, AND/OR ITS
AGENTS OR EMPLOYEES. THE PROVISIONS OF THIS PARAGRAPH 11 SHALL SURVIVE THE
EXPIRATION OR TERMINATION OF THIS LEASE WITH RESPECT TO ANY CLAIMS OR LIABILITY
OCCURRING PRIOR TO SUCH EXPIRATION OR TERMINATION.

12. USE.

The Leased Premises shall be used only for the purpose of receiving,
storing, shipping and selling (other than retail) products, materials and
merchandise made and/or distributed by Lessee and for such other lawful purposes
as may be incidental thereto. Any use that would cause the Leased Premises to be
deemed a 'place of public accommodation' under the Americans with Disabilities
Act of 1990 is expressly prohibited. Outside storage, including without
limitation, storage of trucks and other vehicles, is prohibited without Lessor's
prior written consent. Lessee shall comply with all governmental laws,
ordinances and regulations applicable to the use of the Leased Premises, and
promptly shall comply with all governmental orders and directives for the
correction, prevention and abatement of nuisances in or upon, or connected with,
the Leased Premises, all at Lessee's sole expense. Lessee shall not permit any
objectionable or unpleasant odors, smoke, dust, gas, noise or vibrations to
emanate from the Leased Premises, nor take any other action that would
constitute a nuisance or would disturb, unreasonably interfere with, or endanger
Lessor or any other lessees of the building or project in which the Leased
Premises are a part.

MERIDIAN POINT LEASE REVISED 11/18/92

<PAGE> 6

13. INSPECTION.

Lessor and Lessor's agents and representatives shall have the right
to enter the Leased Premises at any reasonable time during business hours, to
inspect the Leased Premises and to make such repairs as may be required or
permitted pursuant to this Lease. During the period that is six (6) months prior
to the end of the Lease term, upon telephonic notice to Lessee, Lessor and
Lessor's representatives may enter the Leased Premises during business hours for
the purpose of showing the Leased Premises. In addition, Lessor shall have the
right to erect a suitable sign on the Leased Premises stating the Leased
Premises are available. Lessee shall notify Lessor in writing at least thirty
(30) days prior to vacating the Leased Premises and shall arrange to meet with
Lessor for a joint inspection of the Leased Premises prior to vacating. If
Lessee fails to give such notice or to arrange for such inspection, then
Lessor's inspection of the Leased Premises shall be deemed correct for the
purpose of determining Lessee's responsibility for repairs and restoration of
the Leased Premises.

14. ASSIGNMENT AND SUBLETTING.

A. Lessee shall not: (i) assign this Lease or any interest therein; nor
(ii) sublease the Leased Premises or any portion thereof, without the Lessor's
prior written consent. If Lessee is not a natural person, the acquisition of a
controlling interest in Lessee shall be deemed an assignment for purposes
hereof. As used herein, the phase "controlling interest" shall mean ownership in
excess of forty-nine percent (49%) of the voting interest of Lessee. Any
attempted assignment or sublease by Lessee in violation of the terms and
covenants of this paragraph shall be void.

B. If Lessee requests Lessor's consent to an assignment of the Lease or a
subletting of all or part of the Leased Premises, Lessor shall either (i)
approve such sublease or assignment (but no approval of an assignment or
sublease shall relieve Lessee of any liability hereunder), or (ii) negotiate
directly with the proposed sublessee or assignee (provided that, unless
otherwise agreed by Lessee, the terms and conditions of such third party lease
agreement are not more or less favorable to such proposed sublessee or assignee
than the corresponding terms and conditions of the proposed assignment or
sublease between Lessee and such third party) and (in the event Lessor is able
to reach agreement with such proposed sublessee or assignee) upon execution of a
lease with such proposed sublessee or assignee, terminate this Lease (in part or
in whole, as appropriate) upon thirty (30) days' notice, or (iii) if Lessor
shall fail to notify Lessee in writing of its decision within a thirty (30) day
period after Lessor has received notice in writing of the proposed assignment or
sublease, Lessor shall be deemed to have refused to consent to such assignment
or sublease, and to have elected to keep this Lease in full force and effect.

C. All cash or other proceeds of any assignment, sale or sublease of
Lessee's interest in the Lease and/or the Leased Premises, whether consented to
by Lessor or not, shall be paid to Lessor notwithstanding the fact that such
proceeds exceed the Rent called for hereunder, unless Lessor agrees to the
contrary in writing, and Lessee hereby assigns all rights it might have or ever
acquire in any such proceeds to Lessor. This covenant and assignment shall
benefit Lessor and its successors in ownership of the Leased Premises and shall
bind Lessee and Lessee's heirs, executors, administrators, personal
representatives, successors and assigns. Any assignee, sublessee or purchaser of
Lessee's interest in this Lease (all such assignees, sublessees or purchasers
being hereinafter referred to as "Successors"), by occupying the Leased Premises
and/or assuming Lessee's obligations hereunder, shall be deemed to have assumed
liability to Lessor for all amounts paid to persons other than Lessor by such
Successor in consideration of any such sale, assignment or subletting, in
violation of the provisions hereof.

D. No assignment or subletting, whether or not with Lessor's consent,
shall ever relieve Lessee of any liability hereunder.

E. If this Lease is assigned to any person or entity pursuant to the
provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et. seq., (the
"Bankruptcy Code"), any and all monies or other consideration payable or
otherwise to be delivered in connection with such assignment shall be paid or
delivered to Lessor, shall be and remain the exclusive property of Lessor and
shall not constitute property of Lessee or of the estate of Lessee within the
meaning of the Bankruptcy Code. Any and all monies or other considerations
constituting Lessor's property under the preceding sentence not paid or
delivered to Lessor shall be held in trust for the benefit of Lessor and be
promptly paid or delivered to Lessor. The inclusion of this subparagraph in this
Lease is not intended as, and shall not be construed as, the Landlord's consent
to an assignment and/or assumption of this Lease.

F. Any person or entity to which this Lease is assigned pursuant to the
provisions of the Bankruptcy Code shall be deemed, without further act or deed,
to have assumed all of the obligations arising under this Lease on and after the
date of such assignment. Any such assignee shall upon demand execute and deliver
to Lessor an instrument confirming such assumption. The inclusion of this
subparagraph in this Lease is not intended as, and shall not be construed as,
the Landlord's consent to an assignment and/or assumption of this Lease.

G. This Lease is a contract under which applicable law excuses Lessor from
accepting performance from (or rendering performance to) any person or entity
other than Lessee within the meaning of sections 365(c) and 365(e)(2) of the
Bankruptcy Code, 11 U.S.C. Sections 365(c), 365(e)(2).

15. CONDEMNATION.

If more than eighty percent (80%) of the Leased Premises are taken
for any public or quasi-public use under governmental law, ordinance or
regulation, or by right of eminent domain, or by private purchase in lieu
thereof, and the taking prevents or materially interferes with the use of the
Leased Premises for the purpose for which they were leased to Lessee, this Lease
shall terminate and the Rent shall be abated during the unexpired portion of
this Lease, effective on the date of such taking. If less than eighty percent
(80%) of the Leased Premises are taken for any public or quasi-public use under
any governmental law, ordinance or regulation, or by right of eminent domain, or
by private purchase in lieu thereof, this Lease shall not terminate, but the
Rent payable hereunder during the unexpired portion of this Lease shall be
reduced to such extent as may be fair and reasonable under all of the
circumstances. All compensation awarded in connection with or as a result of any
of the foregoing proceedings shall be the property of Lessor and Lessee hereby
assigns any interest in any such award to Lessor; provided, however, Lessor
shall have no interest in any award made to Lessee for loss of business or good
will or for the taking of Lessee's fixtures and improvements, if a separate
award for such items is made to Lessee.

MERIDIAN POINT LEASE REVISED 11/18/92

<PAGE> 7

16. HOLDING OVER.

At the termination of this Lease by its expiration or otherwise,
Lessee immediately shall deliver possession to Lessor with all repairs and
maintenance required herein to be performed by Lessee completed. If, for any
reason, Lessee retains possession of the Leased Premises after the expiration or
termination of this Lease, unless the parties hereto otherwise agree in writing,
such possession shall be subject to termination by either Lessor or Lessee at
any time upon not less than ten (10) days advance written notice, and all of the
other terms and provisions of this Lease shall be applicable during such period,
except that Lessee shall pay Lessor from time to time, without demand, as rental
for the period of such possession, an amount equal to double the rent in effect
on the termination date, computed on a daily basis for each day of such period.
No holding over by Lessee, whether with or without consent of Lessor, shall
operate to extend this Lease except as otherwise expressly provided. The
preceding provisions of this Paragraph 16 shall not be construed as consent for
Lessee to retain possession of the Leased Premises in the absence of written
consent thereto by Lessor.

17. QUIET ENJOYMENT.

Lessor covenants that on or before the Commencement Date it will
have good title to the Leased Premises, free and clear of all liens and
encumbrances, excepting only the lien for current taxes not yet due, such
mortgage or mortgages as are permitted by the terms of this Lease, zoning
ordinances and other building and fire ordinances and governmental regulations
relating to the use of such property, and easements, restrictions and other
conditions of record. If this Lease is a sublease, then Lessee agrees to take
the Leased Premises subject to the provisions of all prior Leases. Lessor
represents that it has the authority to enter into this Lease and that so long
as Lessee pays all amounts due hereunder and performs all other covenants and
agreements herein set forth, Lessee shall peaceably and quietly have, hold and
enjoy the Leased Premises for the term hereof without hindrance or molestation
from Lessor, subject to the terms and provisions of this Lease.

18. EVENTS OF DEFAULT.

The following events shall be deemed to be events of default by
Lessee under this Lease: (i) Lessee shall fail to pay any Rent or other sum of
money due hereunder and such failure shall continue for a period of five (5)
days after the date such sum is due; (ii) Lessee shall fail to comply with any
provision of this Lease other than those listed in this paragraph 18, or any
other agreement between Lessor and Lessee, all of which terms, provisions and
covenants shall be deemed material, and such failure shall continue for a period
of ten (10) days after written notice of such default is given to Lessee; (iii)
the Leased Premises shall be taken on execution or other process of law in any
action against Lessee; (iv) Lessee notifies Lessor, at any time prior to the
Commencement Date, that Lessee does not intend to take occupancy of the Leased
Premises upon the Commencement Date of the Lease term or Lessee shall fail to
promptly move into and take possession of the Leased Premises when the Leased
Premises are ready for occupancy or shall cease to continuously do business in,
vacate or abandon any portion of the Leased Premises; (v) Lessee shall become
insolvent or unable to pay its debts as they become due; (vi) Lessee takes any
action to, or notifies Lessor that Lessee intends to file, a petition under any
section or chapter of the national Bankruptcy Code, as amended from time to
time, or under any similar law or statute of the United States or any State
thereof; or a petition shall be filed against Lessee under any such statute; or
Lessee or any creditor of Lessee notifies Lessor that it knows such a petition
will be filed; or Lessee notifies Lessor that it expects such a petition to be
filed; (vii) a receiver or trustee shall be appointed for Lessee's leasehold
interest in the Leased Premises or for all or a substantial part of the assets
of Lessee; or (viii) Lessee shall fail to discharge any lien placed upon the
Leased Premises within twenty (20) days after such lien or encumbrance is filed.

19. REMEDIES.

A. Upon each occurrence of an event of default, Lessor shall have the
option to pursue any one or more of the following remedies without notice or
demand:

1. Terminate this Lease, with or without re-entering the Leased
Premises; and/or

2. Enter upon and take possession of the Leased Premises, with or
without terminating this Lease: and/or

3. Alter all locks and other security devices at the Leased
Premises with or without terminating this Lease, and pursue,
at Lessor's option, one or more remedies pursuant to this
Lease, Lessee hereby specifically waiving any state or federal
law to the contrary;

and in any such event Lessee immediately shall surrender the Leased Premises to
Lessor, and if Lessee fails so to do, Lessor, without waiving any other remedy
it may have, may enter upon and take possession of the Leased Premises and expel
or remove Lessee and any other person who may be occupying the Leased Premises
or any part thereof, without being liable for prosecution or any claim of
damages therefore.

B. If Lessor terminates this Lease, with or without re-entry of the Leased
Premises at Lessor's option, Lessee shall be liable for and shall pay to Lessor,
the sum of all rental and other payments owed to Lessor hereunder accrued to the
date of such termination, plus, as liquidated damages, an amount equal to (1)
the present value of the total Rent and other payments owed hereunder for the
remaining portion of the Lease term, calculated as if such term expired on the
date set forth in Paragraph 1, less (2) the then present fair market rental
value of the Leased Premises for such period, which because of the difficulty of
ascertaining such value, Lessor and Lessee stipulate and agree, shall in no
event be deemed to exceed seventy-five percent (75%) of the Rent set forth in
Paragraph 2.

C. If Lessor repossesses the Leased Premises, with or without terminating
the Lease, as an alternate measure of damages, at Lessor's option, Lessee shall
be liable for and shall pay Lessor on demand all rental and other payments owed
to Lessor hereunder, accrued to the date of such repossession, plus all amounts
required to be paid by Lessee to Lessor until the date of expiration of the term
as stated in Paragraph 1, diminished by all amounts received by Lessor through
reletting the Leased Premises during such remaining term (but only to the extent
of the base rent herein reserved). Actions to collect amounts due by Lessee to
Lessor under this subparagraph may be brought from time to time, on one or more
occasions, without the necessity of Lessor's waiting until expiration of the
Lease term.

MERIDIAN POINT LEASE REVISED 11/18/92

<PAGE> 8

D. Upon an event of default, in addition to any sum provided to be paid
herein, Lessee also shall be liable for and shall pay to Lessor (i) brokers'
fees incurred by Lessor in connection with reletting the whole or any part of
the Leased Premises; (ii) the costs of removing and storing Lessee's or other
occupant's property; (iii) the costs of repairing, altering, remodeling or
otherwise putting the Leased Premises into condition acceptable to a new lessee
or lessees; and (iv) all reasonable expenses incurred by Lessor in enforcing or
defending Lessor's rights and/or remedies. If either party hereto institutes any
action or proceeding to enforce any provision hereof by reason of any alleged
breach of any provision of this Lease, the prevailing party shall be entitled to
receive from the losing party all reasonable attorneys' fees and all court costs
in connection with such proceeding.

E. In the event Lessee fails to make any payment due hereunder when
payment is due, to help defray the additional cost to Lessor for processing such
late payments, Lessee shall pay to Lessor on demand a late charge in an amount
equal to five percent (5%) of such installment; and the failure to pay such
amount within ten (10) days after demand therefore shall be an additional event
of default hereunder. The provision for such late charge shall be in addition to
all of Lessor's other rights and remedies hereunder o. r at law and shall not be
construed as liquidated damages or as limiting Lessor's remedies in any manner.
Lessor and Lessee agree that the late charge provided for in this subparagraph
is not interest.

F. No act or omission of Lessor, or exercise by Lessor of any one or more
remedies hereunder granted or otherwise available, shall be deemed to be an
acceptance of surrender of the Leased Premises by Lessor, whether by agreement
or by operation of law, it being understood that such surrender can be effected
only by the written agreement of Lessor and Lessee. Lessee and Lessor further
agree that forbearance by Lessor to enforce its rights pursuant to the Lease at
law or in equity shall not be a waiver of Lessor's right to enforce one or more
of its rights in connection with any subsequent default.

G. This paragraph shall be enforceable to the maximum extent not
prohibited by applicable law, and the unenforceability of any portion thereof
shall not thereby render unenforceable any other portion. No re-entry or taking
of possession of the Leased Premises by Lessor shall be construed as an election
on Lessor's part to terminate this Lease unless a written notice of such
termination is given to Lessee.

H. Notwithstanding anything in this Lease to the contrary, all amounts
payable by Lessee to or on behalf of Lessor under this Lease, whether or not
expressly denominated as Rent, shall constitute Rent for the purposes of section
502(b)(7) of the Bankruptcy Code, II U.S. C. Section 502(b)(7).

I. Lessor shall be in default hereunder in the event Lessor has not begun
and pursued with reasonable diligence the cure of any failure of Lessor to meet
its obligations hereunder within thirty (30) days of the receipt by Lessor of
written notice from Lessee of the alleged failure to perform. Whether in this
Lease or elsewhere, in no event shall Lessee have the right to terminate or
rescind this Lease as a result of Lessor's default as to any covenant or
agreement contained in this Lease. Lessee hereby waives such remedies of
termination and rescission. If Lessor fails to perform any of its obligations
hereunder within thirty (30) days after written notice from Lessee specifying
such failure, Lessee's exclusive remedy shall be an action for damages. Unless
and until Lessor fails to so cure any default after such notice, Lessee shall
not have any remedy or cause of action by reason thereof. Lessee hereby
covenants that, prior to the exercise of any such remedy, it will give the
mortgagee(s) HOLDING MORTGAGES ON THE LEASED PREMISES OR THE building in which
the Leased Premises are located notice and a reasonable time to cure any default
by Lessor. All obligations of Lessor hereunder will be construed as covenants,
not conditions; and all such obligations will be binding upon Lessor only during
the period of its possession of the Leased Premises and not thereafter. The term
"Lessor" shall mean only the owner, for the time being of the Leased Premises,
and in the event of the transfer by such owner of its interest in the Leased
Premises, such owner shall thereupon be released -and discharged from all
covenants and obligations of the Lessor thereafter accruing, but such covenants
and obligations shall be binding during the Lease term upon each new owner for
the duration of such owner's ownership. Notwithstanding any other provision
hereof, Lessor shall not have any personal liability hereunder. In the event of
any breach or default by Lessor in any term or provision of this Lease, Lessee
agrees to look solely to the equity or interest then owned by Lessor in the
Leased Premises or of the building of which the Leased Premises are a part;
however, in no event, shall any deficiency judgement or any money judgment of
any kind be sought or retained against any Lessor.

J. If Lessor repossesses the Leased Premises pursuant to the authority
herein granted, then Lessor shall have the right to (i) keep in place and use or
(ii) remove and store all of the furniture, fixtures and equipment at the Leased
Premises, including that which is owned by or leased to Lessee at all times
prior to any foreclosure thereon by Lessor or repossession thereof by any lessor
thereof or third party having a lien thereon. Lessor also shall have the right
to relinquish possession of all or any portion of such furniture, fixtures,
equipment and other property to any person ("Claimant") who presents to Lessor a
copy of any instrument represented by Claimant to have been executed by Lessee
(or any predecessor Lessee) granting Claimant the right under various
circumstances to take possession of such furniture, fixtures, equipment or other
property, without the necessity on the part of Lessor to inquire into the
authenticity or legality of said instrument. The rights of Lessor herein stated
shall be in addition to any and all other rights that Lessor has or may
hereafter have at law or in equity; and Lessee stipulates and agrees that the
rights herein granted Lessor are commercially reasonable.

20. ATTORNEY'S FEES.

In the event Lessor retains counsel in connection with, or files
suit to enforce the performance of or to obtain damages caused by a default
concerning any of the terms of this Lease by Lessee, Lessee shall be responsible
for and shall pay Lessor's reasonable attorneys' fees.

21. MORTGAGES.

Lessee accepts this Lease subject and subordinate to any mortgages
and/or deeds of trust now or at any time hereafter constituting a lien or charge
upon the Leased Premises or the improvements situated thereon or the building of
which the Leased Premises are a part, provided, however, that if the mortgagee,
trustee, or holder of any such mortgage or deed of trust elects to have Lessee's
interest in this Lease superior to any such instrument, then by notice to Lessee
from such mortgagee, trustee or holder, this Lease shall be deemed superior to
such lien, whether this Lease was executed before or after said mortgage or deed
of trust. Lessee, at any time hereafter on demand, shall execute any
instruments, releases or other documents that may be required by any mortgagee
for the purpose of subjecting and subordinating this Lease to the lien of any
such mortgage.

MERIDIAN POINT LEASE REVISED 11/18/92
7

<PAGE> 9

22. MECHANIC'S LIENS.

Lessee has no authority, express or implied, to create or place any
lien or encumbrance of any kind or nature whatsoever upon, or in any manner to
bind the interest of Lessor in the Leased Premises or to charge the Rent payable
hereunder for any claim in favor of any person dealing with Lessee, including
those who may furnish materials or perform labor for any construction or
repairs. Lessee covenants and agrees that it will pay or cause to be paid all
sums legally due and payable by it on account of any labor performed or
materials furnished in connection with any work performed on the Leased Premises
and that it will save and hold Lessor harmless from any and all loss, cost or
expense based on or arising out of asserted claims or liens against the
leasehold estate or against the right, title and interest of the Lessor in the
Leased Premises or under the terms of this Lease. Lessee agrees to give Lessor
immediate written notice of the placing of any lien or encumbrance against the
Leased Premises.

23. MISCELLANEOUS.

A. Words of any gender used in this Lease shall be held and construed to
include any other gender, and words in the singular number shall be held to
include the plural, unless the context otherwise requires. The captions inserted
in this Lease are for convenience only and in no way define, limit or otherwise
describe the scope or intent of this Lease, or any provision hereof, or in any
way affect the interpretation of this Lease.

B. In the event the Leased Premises constitute a portion of a multiple
occupancy building, Lessee's "Proportionate share", as used in this Lease, shall
mean a fraction, the numerator of which is the space contained in the Leased
Premises and the denominator of which is the entire space contained in the
building.

C. The terms, provisions, covenants and conditions contained in this Lease
shall run with the land and shall apply to, inure to the benefit of, and be
binding upon, the parties hereto and upon their respective, heirs, executors,
personal representatives, legal representatives, successors and assigns, except
as otherwise herein expressly provided. Lessor shall have the right to transfer
and assign, in whole or in part, its rights and obligations in the Lease and in
the building and property that are the subject of this Lease. Each party agrees
to furnish to the other, promptly upon demand, a corporate resolution, proof of
due authorization by partners, or other appropriate documentation evidencing the
due authorization of such party to enter into this Lease.

D. Whenever a period of time is herein prescribed for the taking of any
action by Lessor, Lessor shall not be liable or responsible for, and there shall
be excluded from the computation of such period of time, any delays due to
strikes, riots, acts of God, shortages of labor or materials, war, governmental
laws, regulations or restrictions, or any other cause whatsoever beyond the
control of Lessor.

E. Lessee agrees, from time to time, within ten (10) days after request of
Lessor, to deliver to Lessor, or Lessor's designee, an estoppel certificate
stating that this Lease is in full force and effect, the date to which Rent has
been paid, the unexpired term of this Lease and such other factual matters
pertaining to this Lease as may be requested by Lessor.

F. This Lease constitutes the entire understanding and agreement of the
Lessor and Lessee with respect to the subject matter of this Lease, and contains
all of the covenants and agreements of Lessor and Lessee with respect thereto.
Lessor and Lessee each acknowledge that no representations, warranties,
inducements, promises or agreements, oral or written, have been made by Lessor
or Lessee, or anyone acting on behalf of Lessor or Lessee, which are not
contained herein, and any prior agreements, promises, negotiations,
representations or warranties not expressly set forth in this Lease are of no
force or effect. This Lease may not be altered, changed or amended except by an
instrument in writing signed by both parties hereto. The covenant contained in
this paragraph is a material inducement to Lessor to execute this Lease.

G. All obligations of Lessee hereunder not fully performed as of the
expiration or earlier termination of the term of this Lease shall survive the
expiration or earlier termination of the term hereof, including without
limitation, all payment obligations with respect to taxes and insurance and all
obligations concerning the condition and repair of the Leased Premises. Upon the
expiration or earlier termination of the term hereof, and prior to Lessee
vacating the Leased Premises, Lessee shall pay to Lessor any amount reasonably
estimated by Lessor as necessary to put the Leased Premises, including without
limitation, all heating and air conditioning systems and equipment therein, in
good condition and repair, reasonable wear and tear excluded. Lessee shall also,
prior to vacating the Leased Premises, pay to Lessor the amount, as estimated by
Lessor, of Lessee's obligation hereunder for real estate taxes and insurance
premiums for the year in which the Lease expires or terminates. All such amounts
shall be used and held by Lessor for payment of such obligations of Lessee
hereunder, with Lessee being liable for any additional costs therefore upon
demand by Lessor, or with any excess to be returned to Lessee after all such
obligations have been determined and satisfied as the case may be.

H. If any clause or provision of this Lease is illegal, invalid or
unenforceable under present or future laws effective during the term of this
Lease, then and in that event, it is the intention of the parties hereto that
the remainder of this Lease shall not be affected thereby, and it is also the
intention of the parties to this Lease that in lieu of each clause or provision
of this Lease that is illegal, invalid or unenforceable, there be added, as a
part of this Lease, a cause or provision as similar in terms to such illegal,
invalid or unenforceable clause or provision as may be possible and be legal,
valid and enforceable.

I. This Lease and the rights and obligations of the parties hereto shall
be interpreted, construed, and enforced in accordance with the laws of the State
of Texas. This Lease is performable in Dallas County, Texas.

J. The voluntary or other surrender of this Lease by Lessee or a mutual
cancellation thereof, shall not constitute a merger; and upon such surrender or
cancellation of this Lease, Lessor shall have the option, in Lessor's sole
discretion, to either (i) terminate all or any existing subleases or
subtenancies, or (ii) assume Lessee's interest in any or all subleases or
subtenancies.

K. All references in this Lease to "the date thereof" or similar
references shall be deemed to refer to the last date, in point of time, on which
all parties hereto have executed this Lease.

L. Lessee represents and warrants that it has dealt with no broker, agent
or other person in connection with this transaction or that no broker, agent or
other person brought about his transaction, other than James Dollar Company, or
other than as may be referred in a separate written agreement executed by
Lessee, and delivered to Lessor, and Lessee agrees to indemnify and hold Lessor

MERIDIAN POINT LEASE REVISED 11/18/92
8

<PAGE> 10

harmless from and against any claims by any other broker, agent or other person
claiming a commission or other form of compensation by virtue of having dealt
with Lessee with regard to this leasing transaction.

M. If and when included within the term "Lessor", as used in this
instrument, there is more than one person, firm or corporation, all shall
jointly arrange among themselves for their joint execution of a notice
specifying some individual at some specific address for the receipt of notices
and payments to Lessor. If and when included within the term "Lessee", as used
in this instrument, there is more than one person, firm or corporation, all
shall jointly arrange among themselves for their joint execution of a notice
specifying some individual at some specific address within the continental
United States for the receipt of notices and payments to Lessee. All parties
included within the terms "Lessor" and "Lessee", respectively shall be bound by
notices given in accordance with the provisions of Paragraph 25 hereof to the
same effect as if each had received such notice.

24. SECURITY SERVICE.

Lessee agrees to pay its Proportionate Share of the cost of
monitoring, repair and maintenance of the burglar alarm systems, water flow
detection systems and other protective security equipment installed on the
Leased Premises and/or the building of which the Leased Premises are a part,
including the cost of any license or permit or user charge required for such
security systems. Lessor, at its option, may enter into an agreement with a
third party for the monitoring, maintenance and repair of any such system.
Lessor shall not be liable to Lessee for any damages, costs or expense which
occur for any reason in the event such security system is not properly
installed, monitored or maintained.

25. NOTICES.

Each provision of this instrument or of any applicable governmental
laws, ordinances, regulations and other requirements regarding the sending,
mailing or delivering of notice or the making of any payment by Lessor to Lessee
or regarding the sending, mailing or delivering of any notice or the making of
any payment by Lessee to Lessor shall be deemed to be complied with when and if
the following steps are taken;

a) All Rent and other payments or notices required to be made by
Lessee to Lessor hereunder shall be payable to Lessor at the address for Lessor
set forth below or at such other address as Lessor may specify from time to time
by written notice delivered in accordance herewith. Lessee's obligation to pay
Rent and any other amounts to Lessor under the terms of this Lease shall not be
deemed satisfied until such Rent and other amounts have been actually received
by Lessor.

b) All payments required to be made by Lessor to Lessee hereunder
shall be payable to Lessee at the address set forth below, or at such other
address within the continental United States as Lessee may specify from time to
time by written notice delivered in accordance herewith.

C) Any written notice or document required or permitted to be
delivered hereunder shall be deemed to be delivered whether actually received or
not when deposited in the United States Mail, postage prepaid, Certified or
Registered Mail, addressed to the parties hereto at the respective addresses as
set out below, or at such other address as they have theretofore specified by
written notice delivered in accordance herewith.

26. HAZARDOUS SUBSTANCES

A. Lessee shall not use, store, dispose, handle, transport, release,
discharge or generate any Hazardous Substances (as defined in subparagraph (f
below), in, on, to, under, from or about the Leased Premises or Building without
Lessor's prior written consent, which consent may be granted on conditions or
withheld in Lessor's sole and absolute discretion. Lessee warrants and agrees
that if Lessor's grants its consent to Lessee's use, storage, disposal,
handling, release, discharge, generation or transport shall be conducted in
strict accordance with all Environmental Laws (as defined in subparagraph (f)
below). Any consent or approval by Lessor of Lessee's use, storage, disposal,
transport, handling, discharge, release or generation of Hazardous Substances
shall not constitute an assumption of risk respecting the same nor a warranty or
certification by Lessor that Lessee's proposed use, storage, disposal, handling,
release, discharge, generation or transport of any such Hazardous Substances is
safe or reasonable or in compliance with Environmental Laws. Lessee shall
maintain current all permits required for its operations, including, without
limitation, those for the use, storage, handling, transport, discharge, release,
generation, and/or disposal of Hazardous Substances.

B. Release or discharge of Hazardous Substances into the soil or into
ground water shall constitute a material default under this Lease. Lessee
acknowledges that a Lessee of nonresidential property who knows or has reason to
know that a material amount of a hazardous substance has been released on or
beneath its premises is to promptly notify the Lessor. Failure to provide such
notice to Lessor shall constitute a material default under this Lease. In the
event of such default, Lessor shall have the right to (i) terminate this Lease
and collect damages, inclusive of the cost of cleanup of any Hazardous
Substances released into the soil or groundwater; or (ii) require the cleanup of
contamination while still enforcing the remaining terms of this Lease.

C. Lessee expressly agrees that Lessor shall have the right to enter the
Leased Premises to inspect the Leased Premises and/or to perform an
environmental investigation and assessment of the Leased Premises (the
"Environmental Assessment") upon reasonable notice to Lessee (not less than 72
hours), and that this right of entry shall include the right to test for soil
and groundwater contamination. If Lessor so reasonably requires, Lessee shall
comply, at its sole cost and expense, with all recommendations contained in any
Environmental Assessment, including, without limitation, any recommendation with
respect to the precautions that should be taken with respect to activities on
the Leased Premises or Building or any recommendations for additional testing
and studies to detect the presence of Hazardous Substances.

D. Lessee shall indemnify, defend, (by counsel reasonably acceptable to
Lessor), protect and hold Lessor, and each of Lessor's officers, directors,
shareholders, employees, agents, attorneys, successors and assigns, free and
harmless from and against any and all claims, liabilities, penalties,
forfeitures, losses or expenses (including, without limitation, attorneys' fees
and costs and court cost(s) or death of or injury to any person or damage to
any property whatsoever, arising from or caused in whole or in part, directly
or indirectly, by Lessee's use, storage, handling, transportation, disposal,
release, threatened release, discharge or generation of Hazardous Substances
to, in, on, under, about or from the Leased Premises or Building or Lessee's
failure to comply with any

MERIDIAN POINT LEASE REVISED 11/18/92
9
<PAGE> 11

Environmental Law. For purposes of the indemnity provisions hereof, any acts or
omissions of Lessee, or by employees, agents, assignees, contractors or
subcontractors of Lessee or others acting for or on behalf of Lessee (whether or
not they are negligent, intentional, willful or unlawful) shall be strictly
attributable to Lessee. This indemnification shall include without limitation
(a) personal injury claims, (b) the payment of liens, (c) diminution in the
value of the Leased Premises or Building or the property on which they are
located, (d) damages for the loss or restriction on use of the Leased Premises
or Building, (e) sums paid in settlement of claims, (f) reasonable attorneys'
fees and costs, consulting fees and costs and expert fees and costs, (g) the
cost of any investigation of site conditions, and (h) the cost of any repair,
clean-up, health or other environmental assessments, remedial, closure, removal,
or restoration work, decontamination or detoxification if required by any
governmental or quasi-governmental agency or body having jurisdiction or deemed
necessary in Lessor's reasonable judgment. The indemnification contained herein
shall survive the expiration of earlier termination of this Lease. This
indemnification is intended to constitute an indemnity agreement within the
meaning of Section 9607(e)(1) of the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (42 USC 9607(e)(1)).

E. Upon the expiration or earlier termination of this Lease, Lessee shall
remove from the Leased Premises any trade fixtures, furnishings and/or
equipment, including those associated with the use, storage, handling,
transport, discharge, release, generation or disposal of Hazardous Substances
and perform any closure work, investigation and environmental remedial work
required by an Environmental Laws or by any other applicable laws, ordinances,
regulations, or permits by any governmental authority having jurisdiction.
Removal and disposal of any and all such equipment or fixtures shall be
performed in strict accordance with all Environmental Laws and all other
applicable laws, regulations and government orders.

F. As used in this Lease, the term "Hazardous Substances" shall mean
hazardous wastes, hazardous chemicals, flammable or explosive materials,
radioactive materials, toxic materials or related materials (whether potentially
injurious to persons or property and whether potentially injurious by themselves
or in combination with other materials), including, but not limited to, any
waste, chemical, substance or material now or hereafter determined by any
federal, state or local governmental agency of authority having jurisdiction to
be hazardous to human health or the environment or that is or becomes regulated
by such agency or authority (including, but not limited to, those materials
listed in the United States Department of Transportation Hazardous Materials
Table [49 CFR 172.101] as amended from time to time), that were released to the
environment, including, without limitation, the soil, groundwater and/or air, at
the Leased Premises or Building. As used in this Lease, the term "Environmental
Laws" shall mean any and all present and future federal, state and local laws
(whether under common law, statute, rule, regulation or otherwise), requirements
under permits issued with respect thereto, and other requirements of
governmental authorities relating to the environment or to any Hazardous
Substance (including, without limitation, the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980 (42 U.S.C 9601, et seq.), as
heretofore or hereafter amended from time to time.

G. Lessee shall immediately advise Lessor in writing of, and provide
Lessor with a copy of: (i) any notices of violation or potential or alleged
violation of any Environmental Law that are received by Lessee from any
governmental agency; (ii) any and all inquiry, investigation, enforcement,
clean-up, removal or other governmental or regulatory actions instituted or
threatened relating to Lessee or the Leased Premises or Building; and (iii) all
claims made or threatened by any third-party against Lessee or the Leased
Premises or Building relating to any Hazardous Substances.

H. With reference to Article 12 of this Lease, if the proposed assignee's
or sublessee's activities in, on or about the Leased Premises or Building
involve the use, handling, storage, transport, discharge, release, generation or
disposal of any Hazardous Substances other than those used by Lessee or in
quantities and processes different from Lessee's uses permitted hereunder, it
shall be reasonable for Lessor to withhold its consent to such assignment or
sublease in light of the risk of contamination posed by such activities unless
Lessee established beyond a reasonable doubt that such assignee's or sublessee's
activities pose no greater risk of contamination to the Leased Premises and
Building than Lessee's permitted activities and use of the Leased Premises and
Building in view of the (a) quantities, toxicity and other properties of the
Hazardous Substances to be used by such assignee or sublessee, (b) the
precautions against a release of Hazardous Substances such assignee or sublessee
agrees to implement, (c) such assignee's or sublessee's financial condition as
it relates to its ability to pay for the cost to clean up a major release of
Hazardous Substances, and (d) such assignee's or sublessee's policy and
historical record respecting its willingness to respond to and clean up a
release of Hazardous Substances.

27. DECEPTIVE TRADE PRACTICES.

Lessee acknowledges and agrees, on its own behalf and on behalf of
any permitted assigns and successors hereafter, that the Texas Deceptive Trade
Practices-Consumer Protection Act, Subchapter E of Chapter 17 of the Texas
Business and Commerce Code (the "DTPA"), is not applicable to this transaction.
Accordingly, Lessee's rights and remedies with respect to this Lease, and with
respect to all acts or practices of the Lessor, past, present or future, in
connection with this Lease, shall be governed by legal principles other than the
DTPA. In furtherance thereof, Lessee agrees as follows:

a. Lessee represents that it is a "business consumer" as defined by the
DTPA. Lessee further represents that it has knowledge and experience in
financial and business matters that enable it to evaluate the merits and risks
of the business transaction that is the subject of this Lease. Lessee also
represents that it is not in a significantly disparate bargaining position in
relation to Lessor. Lessee has negotiated the Lease with Lessor at arms length
and has willingly entered into the Lease. Lessee represents that Lessee has, or
is owned or controlled by, a corporation or entity which has assets of Five
Million and No/100 Dollars ($5,000,000.00) or more according to its most recent
financial statement (prepared in accordance with generally accepted accounting
principles).

b. Lessee represents that it has been represented by legal counsel in the
negotiation and execution of this Lease and that Lessee and its legal counsel
have negotiated the Lease at arms length, and that Lessee has willingly entered
into this Lease. Lessee shall cause its legal counsel to sign this Lease in the
space provided below for the purpose of complying with Section 17.41(a)(3) of
the DTPA.

C. Lessee agrees, on its own behalf and on behalf of its permitted assigns
and successors, that all of Lessee's rights and remedies under the DTPA are
WAIVED AND RELEASED, including specifically, without limitation, all rights and
remedies resulting from or arising out of any and all acts or practices of
Lessor in connection with this Lease, whether such acts or practices occur
before or after the execution of this Lease provided, however, notwithstanding
anything to the contrary herein, in accordance

MERIDIAN POINT LEASE REVISED 11/18/92

<PAGE> 12

with Section 17.42 of the DTPA, Lessee does not waive Section 17.555 of the
DTPA.

28. EXHIBITS.

The following numbered exhibits are attached hereto and
incorporated herein and made a part of this Lease for all purposes:

Exhibit "A" - Legal Description
Exhibit "B" - Special Provisions

29. EFFECT OF DELIVERY OF THEIS LEASE.

Lessor has delivered a copy of this Lease to Lessee for
Lessee's review only, and the delivery hereof to Lessee does not constitute an
offer to Lessee or option. This Lease shall not be effective until a copy
executed by both Lessor and Lessee is delivered to and accepted by Lessor, and
if applicable, this Lease has been approved by Lessor's mortgagee(s).

30. NO IMPLIED WAIVER.

The failure of Lessor to insist at any time upon the strict
performance of any covenant or agreement herein or to exercise any option,
right, power or remedy contained in this Lease shall not be construed as a
waiver or a relinquishment thereof. The failure of Lessor to exercise any right,
power or remedy with respect to a default by Lessee as to any term, condition or
covenant of this Lease is not intended to be, and shall not operate as, a waiver
of any right, power or remedy with respect to that default or as to any other or
subsequent default of Lessee's obligations under this Lease. The exercise by
Lessor of any certain right, power or remedy with respect to a default by Lessee
as to any term, condition or covenant of this Lease is not intended to be, and
shall not operate as, a waiver of any other right, power or remedy of Lessor
contained in this Lease, with respect to that default or as to any other or
subsequent default by Lessee of its obligations pursuant to this Lease. No
payment by Lessee or receipt by Lessor of a lesser amount than the monthly
installment of Rent due under this Lease shall be deemed to be other than on
account of the earliest Rent due hereunder, nor shall any endorsement or
statement on any check or any letter accompanying any check or payment as Rent
be deemed an accord and satisfaction, and Lessor may accept such check or
payment without prejudice to Lessor's right to recover the balance of such Rent
or pursue any other remedy provided in this Lease.

31. LESSOR'S LIEN.

In addition to any statutory lien for rent in Lessor's favor, Lessor
shall have and Lessee hereby grants to Lessor a continuing security interest for
all Rent and other sums of money which have been or which will become due
hereunder from Lessee, upon all goods, wares, equipment, fixtures, furniture,
inventory, and other personal property of Lessee now or hereafter situated at
11545 Pagemill Road, Dallas (the "Collateral"). The Collateral shall not be
removed from the Leased Premises without the consent of Lessor. In the event any
of the Collateral is removed from the Leased Premises in violation of the
covenant in the preceding sentence, the security interest shall continue in the
Collateral and all proceeds and products of the Collateral, regardless of
location. Upon a default hereunder by Lessee, in addition to all other rights
and remedies, Lessor shall have all rights and remedies under the Uniform
Commercial Code, including without limitation, the right to sell the Collateral
described in this Paragraph at public or private sale upon five (5) days notice
by Lessor. Lessee hereby agrees to execute such other instruments necessary or
desirable under applicable law to perfect the security interest hereby created.
Lessor and Lessee agree that this Lease and security agreement serve as a
financing statement and that a copy, photographic or other reproduction of this
portion of this Lease may be filed or record by Lessor and have the same force
and effect as the original. This security agreement and financing statement also
covers fixtures located at the Leased Premises subject to this Lease and legally
described in Exhibit "A" attached hereto and incorporated herein by reference
and is to be filed for record in the real estate records. The record owner of
this property is DFW Nine. Lessor agrees to subordinate its lien herein from
time to time as required by Lessee's lenders providing business financing.

EXECUTED BY LESSEE, this 19th EXECUTED BY LESSOR, this ______
day of November, 1993. day of ________, 19__.

LESSEE: LESSOR:

Page-Com, Incorporated, DFW Nine,
a Texas corporation a California limited partnership

By: Meridian Point Properties, Inc.,
as Agent

By:/s/ JOHN P. WATSON By:
---------------------------- ----------------------------
John P. Watson Dennis D. Higgs
Title: Chairman of the Board Title: Senior Vice President

ADDRESS OF LESSEE: ADDRESS OF LESSOR:

11545 Pagemill Road c/o Wilcox Realty Group, Inc.
Dallas, Texas 75243 2035 Royal Lane, Suite 275
Dallas, Texas 75229

LESSEE'S COUNSEL: N/A

MERIDIAN POINT LEASE REVISED 11/18/92
11

<PAGE> 13

EXHIBIT "A"

LEGAL DESCRIPTION

BEING approximately 36,736 square feet out of an approximate 36,739 square foot
building, located on Pagemill Road, Dallas, Texas, and described as follows:

BEING a tract or parcel of land situated in the City of Dallas, Dallas County,
Texas, and being part of the John Jackson Survey, Abstract 699 and also being
part of Block C/8073 of Northgate Business Park First Installment an addition to
the City of Dallas as recorded in Volume 74113, Page 1136 of the Map and Deed
Records of Dallas County and being more particularly described as follows:

BEGINNING at a point for corner in the easterly line of the AT & SF Railroad
right-of-way (150 feet wide) said point being in a southerly direction along
said railroad right-of-way a distance of 359.60 feet from the intersection of
the easterly line of said railroad right-of-way, with the southeasterly line of
Skillman Avenue (120 feet wide);

THENCE North 89 degrees 51'20" East, a distance of 307.72 feet to a point for
corner in a westerly line of Pagemill Road 60 feet wide;

THENCE South 0 degrees 8'40" East along the westerly line of Pagemill Road a
distance of 293.11 feet to a point for corner;

THENCE North 84 degrees 22'30" West a distance of 338.05 feet to a point (or
corner in the easterly line of the AT & SF Railroad right-of-way;

THENCE in a northerly direction along the easterly line of the AT & SF Railroad
right-of-way along a curve to the left whose tangent bears North 7 degrees
26'43" East and having a radius of 5804.65 feet, a central angle of 2 degrees
34'25" and an arc length of 260.73 feet to the PLACE OF BEGINNING and containing
88,906 square feet more or less or 2.0410 acres.

<PAGE> 14

EXHIBIT "B"

SPECIAL PROVISIONS

BASE RENT SCHEDULE

Base RENT AS DEFINED IN PARAGRAPH 2A OF THE LEASE SHALL be:

Month 1: $8,418.67/month
Months 2-3: 0.00/month
Months 4-12: 8,418.67/month
Months 13-24: 9,184.00/month
Months 25-38 9,949.33/month

Expense escrow payments as described in Paragraph 2.C. shall be waived for
months 2 & 3.

INSPECTION PERIOD

Lessee may terminate this Lease after full execution hereof with written notice
of termination to Lessor prior to December 8, 1993.

RENEWAL OPTION

If, at the end of the primary term of this Lease, Lessee is not in default in
any of the terms, conditions or covenants of the Lease, Lessee, but not any
assignee or subtenant of Lessee, is hereby granted two (2) options to renew this
Lease for an additional term of twelve (12) months upon the same terms and
conditions contained in this Lease with the following exceptions:

A. The renewal option term will contain no further renewal options
unless expressly granted by Lessor in writing and;

B. The rental for the renewed term shall be based upon the then
prevailing rental rates for properties of equivalent quality, size,
utility and location, with the length of the lease term and credit
standing of the Lessee to be taken into account. In no event shall
the rental rate for the renewal term be less than the rate
immediately preceding the renewal period.

If Lessee desire to renew this Lease, Lessee will notify Lessor of its intention
to renew no later than six months prior to the expiration date of this Lease;
Lessor shall, within the next fifteen days notify Lessee in writing of the
proposed renewal rate and the Lessee shall, within the net fifteen days
following receipt of the proposed rate, notify the Lessor in writing of its
acceptance or rejection of the proposed rental rate. Rejection of the proposed
rental rate terminates any renewal option pursuant to this paragraph.

Meridian Point Lease Revised 11/18/92
13

<PAGE> 15

SECOND

MODIFICATION AND RATIFICATION OF LEASE

This Modification and Ratification of Lease Agreement is made and entered
into between, MIT UNSECURED L.P. formerly known as DFW NINE ("Landlord") and
BearCom Operating, L.P., formerly known as Page-Com Incorporated ("Tenant") for
and in consideration of One Dollar ($1.00) and other good and valuable
consideration, receipt of which is hereby acknowledged.

WITNESSETH:

1. Landlord and Tenant hereby confirm and ratify, except as modified below, and
all of the terms, conditions and covenants in that certain written Lease
Agreement dated November 29, 1993 and the Modification and Ratification of Lease
dated January 29, 1997. Approximately 36,736 square feet located at 11545
Pagemill Road, Dallas, Texas, and as further described in the Lease.

2. TERM: The term of the Lease shall be extended by one (1) year and shall
expire on January 31, 1999.

3. BASE RENT: Beginning February 1, 1998 the Base Rent for the extended term of
the Lease shall be $13,316.80 per month.

4. OPTIONS TO RENEW: Tenant shall have two (2) additional one (1) year options
to renew this Lease provided Tenant is not in default of any provisions of this
Lease and provided Tenant notifies Landlord in writing of its intent to exercise
these options at least ninety (90) days prior to the expiration of the Lease.

A. FIRST OPTION TO RENEW: Tenant shall have this first option to renew
this Lease for one (1) additional year under the same terms and conditions of
this Lease except the Base Rent which shall be $1-3,929.07 per month, provided
the Tenant is not in default of any provision of this Lease and Tenant notifies
Landlord in writing of its intent to exercise this first option to renew not
later than October 31, 1998.

B. SECOND OPTION TO RENEW: Should Tenant exercise its first option to
renew this Lease as outlined in Paragraph 4(A) contained herein, Tenant shall be
granted a second option to renew this Lease except the Base Rent which shall be
at the then current market rent for similar space within the competitive market
area. In no event however, shall the Base Rent be less than the Base Rent during
the first option period. This second option to renew shall be granted to Tenant
provided Tenant has exercised its first option to renew; Tenant is not in
default of any provisions of this Lease; and Tenant notifies Landlord in writing
of its intent to exercise this second option to renew not later than October 31,
1999.

4. All other terms, covenants and conditions on the Lease shall remain
unchanged.

SIGNED at 10:30 a.m., Texas, this 23rd day of January, 1998

LANDLORD:
MIT UNSECURED L.P.
By: MIT-Unsecured, Inc., General Partner

By: /s/ TIMOTHY B. KEITH
-------------------------------------
Its: Vice President
------------------------------------

TENANT:

BearCom Operating L.P., A Texas Limited
Partnership
Page-Com Group Inc.

By: /s/ JOHN P. WATHAM
-------------------------------------
Its: President
------------------------------------

<PAGE> 1

CONFIDENTIAL TREATMENT REQUESTED BY BEARCOM GROUP, INC.
OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SEC.

EXHIBIT 10.12

January 27, 1997

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

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

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

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

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

Lady and Gentlemen:

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

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

-1-

<PAGE> 2

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

2. Liabilities Not Assumed; Sales Tax.

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

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

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

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

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

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

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

-2-

<PAGE> 3

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

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

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

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

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

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

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

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

-3-

<PAGE> 4

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

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

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

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

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

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

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

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

-4-

<PAGE> 5

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

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

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

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

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

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

-5-

<PAGE> 6

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

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

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

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

6. Deliveries at Closing. At the Closing,

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

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

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

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

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

-6-

<PAGE> 7

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

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

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

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

9. Noncompetition and Non-solicitation.

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

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

-7-

<PAGE> 8

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

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

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

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

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

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

-8-

<PAGE> 9

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

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

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

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

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

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

-9-

<PAGE> 10

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

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

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

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

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

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

-10-

<PAGE> 11

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

Very truly yours,

BEAR COMMUNICATIONS, INC.

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

Duly Executed, Agreed and Accepted:

CLEARY COMMUNICATIONS COMPANY

By:
------------------------------------

-------------------, General Partner

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

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

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

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

-11-

<PAGE> 1

CONFIDENTIAL TREATMENT REQUESTED BY BEARCOM GROUP, INC.
OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SEC.

EXHIBIT 10.13

May 29, 1997

Mobitel Communications and Electronics, Inc.
And Its Shareholders
Network Communications, Inc.
And Its Shareholder
c/o 6001 Stonington Street
Suite 170
Houston, TX 77040

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"), Mobitel Communications and
Electronics, Inc., a Texas corporation ("Mobitel"), Network Communications,
Inc., a Texas corporation ("Network" and collectively with Mobitel, "Sellers"),
Royce A. Witte, one of the two shareholders of Mobitel and the sole shareholder
of Network ("Witte"), and James D. Reed, one of the two shareholders of Mobitel
("Reed") (Witte and Reed are sometimes collectively referred to herein as the
"Shareholders"), for Purchaser's purchase of certain assets of the Sellers.
For good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:

1. Sale of Assets. At the Closing (hereinafter defined),
Purchaser will purchase and (a) Mobitel will sell, convey and assign to
Purchaser, free and clear of all liens, claims and encumbrances, all of the
business, assets, property and goodwill of Mobitel of every kind and character,
whether real or personal, tangible or intangible, (other than cash and accounts
receivable of Mobitel ("Receivables")) including (without limitation) all of
the fixed assets, inventory, two-way radios, intangible assets, customer data
and related information, permits, insurance proceeds (if any), computers, the
contracts set forth on Exhibit A hereto (the "Assumed Contracts"), records, the
name "Mobitel Communications and Electronics," the phone and fax numbers of
Mobitel, trademarks and trade names, and deposits and prepaid expenses, and (b)
Network will sell, convey and assign to Purchaser, free and clear of all liens,
claims and encumbrances, the rental two-way radios owned by Network that are
described on Exhibit D hereto (the assets listed under clauses (a) and (b) of
this sentence are collectively referred to herein as the "Assets"). Sellers
will be entitled, and Purchaser will not be obligated, to collect the
Receivables after the Closing; Purchaser would, however, remit to Sellers any
payment on the Receivables received by Purchaser. SEE ADDENDUM.

-1-
<PAGE> 2
2. Liabilities Not Assumed; Sales Tax.

(a) Purchaser will not assume or be liable for any
liabilities or obligations of the Sellers and the Sellers and the
Shareholders will, jointly and severally, indemnify Purchaser against
and hold it harmless from all such liabilities and obligations. SEE
ADDENDUM.

(b) The liabilities and obligations of the Sellers that
Purchaser will not assume include, but are not limited to, trade
payables and other accounts payable, 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 Sellers or the Assets are subject, violations
of law or applicable statutory regulations, property damage, personal
injury, negligence, sexual abuse or harassment or employee claims
based on events occurring prior to the Closing Date, liabilities or
obligations of the Sellers for employees' accrued vacations,
liabilities or obligations to remediate or cleanup any contamination
or pollution of the air, soil or other environmental conditions
occurring or existing prior to the Closing Date, any contingent
liabilities (whether or not known), any other liabilities or
obligations that relate to the period, or conditions existing, before
the Closing.

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

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

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

(b) [Confidential Treatment Requested with SEC] shall be
payable to Sellers by Purchaser check or wire transfer on the date that
is six months after the Closing Date.

(c) [Confidential Treatment Requested with SEC] shall be
payable to Sellers by Purchaser check or wire transfer on the first
anniversary of the Closing Date.

The cash that would be payable to Sellers pursuant to subsections (a), (b) and
(c) of this Section 2 shall be allocated between Mobitel and Network as set
forth on Exhibit B hereto.

4. Representations and Warranties. The Sellers and 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 Shareholders are the sole shareholders of
Mobitel, and Witte is the sole shareholder of Network.

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

-2-
<PAGE> 3
Closing Purchaser will acquire good and indefeasible title to the
Assets, free and clear of all liens, claims and encumbrances.

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

(d) Except for those liabilities and obligations incurred
in the ordinary course of business consistent with prior practices
since the date of the Financial Statements, the Financial Statements
reflect all liabilities and obligations of the Sellers, 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. Neither of the
Sellers is 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
Sellers and each of the Shareholders knows of no basis for the
assertion of any other claims or liabilities of any nature or in any
amount.

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

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

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

(h) There is no judicial, administrative or arbitral
action, suit, proceeding (public or private), claim or demand pending
or, to the knowledge of the Sellers and the Shareholders, threatened
against the Sellers or their businesses.

(i) The Sellers and their businesses are, and have been,
in compliance with all applicable laws, rules, regulations,
ordinances, licenses, permits and orders. The Sellers have 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.

-3-
<PAGE> 4
(j) The Sellers have no liabilities for federal, state or
local taxes, including but not limited to income, estimated, sales,
use, ad valorem, personal property, franchise, payroll, employment,
social security, unemployment, and disability taxes.

(k) The Sellers have 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.

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

(m) Set forth in Schedule 4(m) hereto is a complete and
accurate list of all employees of the Sellers, together with their
dates of hire, positions and their annual salaries and other
compensation. The Sellers have 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 Sellers have no direct or indirect,
express or implied, obligation to pay severance or termination pay to
any officer or employee of either of the Sellers or to pay any amounts
to any consultant, agent or similar person or entity. The Sellers and
the Shareholders have no knowledge of any facts which would indicate
that any employee of the Sellers will not accept employment with
Purchaser on a basis no less favorable than that upon which such
employee is currently employed by the Sellers.

(n) All of the fixed assets (including but not limited to
all equipment), owned or leased by the Sellers are in good condition
and repair, 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. All regular maintenance or service requirements, and product
recalls, have been followed, installed, or otherwise implemented on
and with respect to the Assets. All inventory of the Sellers is in
good, current, standard, and merchantable condition and is not
obsolete or defective. The inventory of the Sellers is properly
recorded on the Financial Statements at the lower of cost (last
in-first out) or market in accordance with GAAP.

(o) The books of account of the Sellers 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 Sellers have been properly
recorded in such books. The records are in good order, are complete,
and have been maintained in accordance with sound business practices.

(p) Since December 31, 1996, neither of the Sellers has
(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, or (iv)
increased the

-4-
<PAGE> 5
compensation of or paid or accrued any bonus to any employee other
than in accordance with past established practices, and none of such
actions will be taken after the date hereof until the consummation of
the transactions contemplated hereby.

(q) No shareholder, director, or officer of either of the
Sellers, 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, either of the Sellers.

(r) Neither the Sellers nor any Shareholder knows or has
any reason to believe, or has received notice or information, that any
supplier of the Sellers 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 Sellers. Neither the Sellers nor any Shareholder 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 Sellers, nor are the Sellers or any
Shareholder aware of any facts which could lead the Sellers to believe
that the Sellers or Purchaser will be subject to any such material
disruption. Neither the Sellers nor any Shareholder is aware of any
condition (financial or otherwise) affecting any supplier that will,
or could be reasonably expected to, now or in the future, reduce each
such supplier's ability to do business with Purchaser in substantially
the same manner and amount that each such supplier has done business
with the Sellers during the period preceding this Agreement. Set
forth in Schedule 4(r) is a complete and accurate list and description
of all volume discounts and other discounts provided by any supplier
of the Sellers.

(s) All information furnished to Purchaser by the Sellers
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 Sellers and the Shareholders have made due
inquiry and investigation concerning the matters to which
representations and warranties of the Sellers and the Shareholders
under this Agreement pertain and the Sellers 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 Assets,
the businesses of the Sellers, or the Sellers.

The representations, warranties and covenants of the Sellers and the
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 Mobitel (or such other place as may be mutually
agreed upon by the parties hereto). The day on which the Closing occurs is
herein referred to as the "Closing Date."

6. Deliveries at Closing. At the Closing,

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

-5-
<PAGE> 6
(b) Purchaser shall deliver [Confidential Treatment
Requested with SEC] to the Sellers (as so designated on Exhibit B
hereto) by Purchaser check or wire transfer;

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

(d) the Sellers shall deliver evidence of receipt of all
required approvals, consents, licenses and permits, including without
limitation the consent of Motorola Inc. to the transactions
contemplated herein in a form acceptable to the Purchaser in its sole
discretion; and

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

7. Purchase Price Allocation. The parties hereto hereby agree
that, for all accounting and foreign, federal, state and local tax reporting
purposes, the Purchase Price shall be allocated in accordance with the relative
fair market values of the Assets and the non-competition covenant set forth in
Section 9 hereof, as determined by Purchaser, as soon as practicable after the
Closing Date. Purchaser shall provide to the Sellers a schedule setting forth
such allocation as soon as practicable after the Closing Date, and shall
thereafter notify 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 Sellers and 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) For a period of three years after the Closing, and
except for services performed on behalf of Purchaser, the Sellers and
the Shareholders 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
100 miles of Houston, Texas (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 Businesses that
engages in such Competitive Business within 100 miles of Houston,
Texas 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 100 miles of
Houston, Texas. 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

-6-
<PAGE> 7
extent necessary to be enforceable and to give effect to the intent of
this Section 9. SEE ADDENDUM.

(b) For a period of three years after the Closing,
neither the Sellers nor the Shareholders will, directly or indirectly,
(i) except on behalf of Purchaser, solicit for any purpose, any
customer of Purchaser (or former customer of Sellers), (ii) solicit
for employment by the Sellers or anyone else, any employee of
Purchaser or its affiliates as a result of the transactions
contemplated hereby or any person who was an employee of the Sellers
or Purchaser or its affiliates within the four-month period
immediately preceding such solicitation or employment, other than such
person whose employment was terminated by Purchaser or its affiliates;
or (iii) induce or attempt to induce, any such employee of Purchaser
or its affiliates to terminate such employee's employment.

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

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

10. Employment Arrangement. Purchaser would employ Reed beginning
immediately after the Closing. That employment relationship would be at-will
and in accordance with Purchaser's employment policies and procedures.

11. Repairs. Purchaser shall have no obligation to repair or
replace any products sold by the Sellers. Nonetheless, if Purchaser, in its
sole discretion, chooses to repair or replace any product sold by the

-7-
<PAGE> 8
Sellers, the Sellers shall promptly reimburse Purchaser for all amounts
expended by Purchaser in connection therewith.

12. Expenses. Purchaser, on the one hand, and the Sellers and the
Shareholders, on the other hand, will bear their own costs and expenses of the
transactions contemplated hereby.

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

14. Indemnification. The Sellers and the 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 Assets by
reason of, resulting from, or based upon: (a) any misrepresentation, breach of
warranty or breach or nonfulfillment of any covenant or other agreement made by
them herein or in any other agreement executed and delivered by them pursuant
to this Agreement, (b) the ownership, management, operation or use of the
Assets and business of the Sellers prior to the Closing; (c) liabilities or
obligations with respect to the Assets or the business of the Sellers or the
operation thereof with respect to the periods before the Closing including, but
not limited to, claims relating to taxes due for periods prior to the Closing;
(d) occurrences of any nature prior to the Closing relating to the Sellers'
businesses or the Assets, whether such claims are asserted prior to or after
the Closing; (e) any obligation or liability relating to any employee benefit
plan of either Seller or relating to any employee of either Seller who is not
hired by Purchaser, and (f) any obligation or liability for any finders',
brokers' or agents' fee in connection with the transactions contemplated
hereby. SEE ADDENDUM.

15. Purchaser's Right Of Offset. Purchaser shall be entitled to
credit or offset against any amount due the Sellers or the Shareholders
pursuant to the Agreement (whether pursuant to Sections 3(b) or 3(c) hereof, or
otherwise), in the manner as the Purchaser may determine, an amount equal to
any or all amounts due to the Purchaser pursuant to this Agreement.

16. 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.

17. Severability. If any term, provision, covenant or condition
of this Agreement is held by any court of competent jurisdiction to be invalid,
void or unenforceable in any respect, the remainder of such term,

-8-
<PAGE> 9
provision, covenant or condition in every other respect and the remainder of
this Agreement shall continue in full force and effect and shall in no way be
affected, impaired or invalidated.

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

19. 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.

20. 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 Rd.
Dallas, TX 75243
Attention: John P. Watson

If to the Sellers
or any Shareholder: 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.

-9-
<PAGE> 10
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., general partner

By: /s/ JERRY DENHAM
---------------------------------
Jerry Denham, President

Duly Executed, Agreed and Accepted:

MOBITEL COMMUNICATIONS AND ELECTRONICS, INC.

By: /s/ ROYCE A. WITTE
----------------------------------------
Royce A. Witte, President

NETWORK COMMUNICATIONS, INC.

By: /s/ ROYCE A. WITTE
----------------------------------------
Royce A. Witte, Vice President

Shareholders of Mobitel:

/s/ ROYCE A. WITTE
- -------------------------------------------
Royce A. Witte

/s/ JAMES D. REED
- -------------------------------------------
James D. Reed

Shareholders of Network:

/S/ ROYCE A. WITTE
- -------------------------------------------
Royce A. Witte

-10-

<PAGE> 1

CONFIDENTIAL TREATMENT REQUESTED BY BEARCOM GROUP, INC.
OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SEC.

EXHIBIT 10.14

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated June 6, 1997, between BearCom, Inc., a
Texas corporation ("Buyer"), and Motorola, Inc., a Delaware corporation
("Seller").

WHEREAS, Seller is, among other things, engaged through Motorola Radio
Rental, part of the Radio Products Group of Land Mobile Products Sector
("MRR"), in the business of renting to third parties Motorola conventional and
trunked two-way radio analog and digital equipment (the "Business"); and

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase
from Seller, certain assets, properties, rights and claims of MRR, all on the
terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, it is hereby agreed between Seller and Buyer as follows:

ARTICLE I

PURCHASE AND SALE

1.1 PURCHASED ASSETS. Upon the terms and subject to the conditions of this
Agreement, on the Closing Date, Seller shall sell, transfer, assign, convey and
deliver to Buyer, and Buyer shall purchase from Seller, only the assets,
properties and rights of MRR listed below (collectively, the "Purchased
Assets"):

(a) cash advances and other customer deposits of those customers
listed on the Customer List (as defined below) for services to be performed
following the Closing, as listed on Schedule 1.1(a) (the "Customer
Deposits");

(b) inventories, supplies, service inventories and field service
expendable parts and other materials listed on Schedule 1.1(b) located at
Seller's facilities, in transit to or from Seller's facilities, or held by
Seller's customers (the "Inventory");

(d) rights and claims under sales contracts, customer purchase orders
and other agreements listed in Schedule 1.1(d) to which the customers
listed on the Customer List are a party (the "Customer Contracts");

(e) rights and claims under extended service and warranty agreements
described in Schedule 1.1(e) (the "Service Agreements");

(f) the customer list set forth in Schedule 1.1(f) the ("Customer
List");

(g) Seller's interest in and to the 1-800-248-3450 telephone number
and the 1-800-462-2074 telephone facsimile number.

1.2. EXCLUDED ASSETS. Notwithstanding the provisions of Section 1.1, the
Purchased Assets shall not include the following (collectively, the
"Excluded Assets"):

(a) all cash (except Customer Deposits), bank deposits and cash
equivalents;

Page 1
<PAGE> 2
(b) all notes and accounts receivable;

(c) the name "Motorola" or any related or similar trade names,
trademarks, service marks or logos to the extent the same incorporate
the name "Motorola" or any variation thereof;

(d) the software listed or described on Schedule 1.2(d);

(e) the real property located at Plum Grove, Illinois (the "Plum
Grove Facility");

(f) all contracts, agreements and other arrangements not included in
the Purchased Assets, including without limitation, the agreement between
Seller and Nextel relating to Seller's use of Nextel's 800 mz. systems and
the other agreements, listed or described on Schedule 1.2(f);

(g) all other assets, rights and claims of Seller, MRR or the
Business not listed or described in Section 1.1 above;

(h) Seller's employee benefit agreements, plans or arrangements
maintained by Seller on behalf of persons employed by MRR;

(i) all vehicles and rights under vehicle leases;

(j) any rights to the use of any facilities;

(k) inventory of MRR listed on Schedule 1.2(k).

1.3 ASSUMED LIABILITIES. On the Closing Date, Buyer shall deliver to
Seller the assumption agreement pursuant to which Buyer shall assume and agree
to discharge the following obligations and liabilities of Seller in accordance
with their respective terms and subject to the respective conditions thereof:

(a) all liabilities and obligations arising in connection with
Customer Deposits;

(b) all liabilities and obligations of Seller to be paid or performed
after the Closing Date under (i) the Customer Contracts and (ii) the
Service Agreements;

All of the foregoing liabilities and obligations to be assumed by Buyer
hereunder (excluding any Excluded Liabilities) are referred to herein as the
"Assumed Liabilities."

1.4 EXCLUDED LIABILITIES. Buyer shall not assume or be obligated to pay,
perform or otherwise discharge any liability or obligation of Seller, not
expressly assumed by Buyer pursuant to the assumption agreement (all such
liabilities and obligations not being assumed herein are referred to herein as
the "Excluded Liabilities"). Notwithstanding anything to the contrary herein,
none of the following shall be Assumed Liabilities for purposes of this
Agreement:

(a) any accounts payable;

(b) any intracompany payables and other liabilities or obligations
of MRR to Seller;

Page 2

<PAGE> 3
ARTICLE II

PURCHASE PRICE
--------------

2.1 PURCHASE PRICE. The purchase price for the Purchased Assets (the
"Purchase Price") shall be [Confidential Treatment Requested with SEC] payable
in cash at Closing (as defined herein). At the Closing, as additional
consideration, Buyer shall assume and agree to pay and discharge the Assumed
Liabilities in accordance with their respective terms.

2.2 ALLOCATION OF PURCHASE PRICE. The parties shall allocate the Purchase
Price and the Assumed Liabilities for tax reporting purposes as set forth on
Schedule 2.2.

ARTICLE III

CLOSING
-------

3.1 CLOSING DATE. The transfer of the Purchased Assets and the assumption
of the Assumed Liabilities contemplated by this Agreement, and all
transactions related thereto (the "Closing") shall occur at 10:00 A.M., local
time, on June 6, 1997, or such later date as may be agreed upon by Buyer and
Seller, at the offices of Seller, or at such other place or at such other time
as shall be agreed upon by Buyer and Seller. The time and date on which the
Closing is actually held are sometimes referred to herein as the "Closing
Date." Upon consummation, the Closing shall be deemed to take place as of the
opening of business on the Closing Date.

3.2 BUYER'S DELIVERIES. At Closing, Buyer shall deliver to Seller the
following:

(a) the Purchase Price (as adjusted) by wire transfer of immediately
available funds to Seller's account specified by Seller in writing to
Buyer at least two business days prior to the Closing;

(b) the amount equal to Buyer's prorata share of certain prepaid
expenses (as described in Section 6.3) by wire transfer of immediately
available funds to Seller's account specified by Seller in writing to
Buyer at least two business days prior to the Closing;

(c) copy of Buyer's Certificate of Incorporation certified as of a
recent date by the Secretary of State of the State of Texas;

(d) certificate of good standing of Buyer issued as of a recent date
by the Secretary of State of the State of Texas;

(e) certificate of the secretary or an assistant secretary of Buyer,
dating the closing Date, in form and substance reasonably satisfactory to
Seller, as to (i) no amendments to the Certificate of Incorporation of
Buyer since a specified date; (ii) the by-laws of Buyer; (iii) the
resolutions of the Board of Directors of Buyer authorizing the execution
and performance of this Agreement and the transactions contemplated hereby;
and (iv) incumbency and signatures of the officers of Buyer executing this
Agreement and any other agreement, instrument and document being or to be
executed and delivered by Buyer under this Agreement or in connection
herewith (the "Buyer Ancillary Agreements");

(f) the Assumption Agreement in the form attached as Attachment A
duly executed by Buyer; and

(g) the Transition Services Agreement in the form attached as
Attachment B (the

Page 3
<PAGE> 4
"Transition Services Agreement") duly executed by Buyer.

3.3. SELLER'S DELIVERIES. At Closing, Seller shall deliver to Buyer the
following:

(a) copy of the Certificate of Incorporation of Seller certified as
of a recent date by the Secretary of State of the State of Delaware;

(b) certificate of good standing of Seller issued as of a recent date
by the Secretary of State of the State of Delaware;

(c) certificate of the secretary or an assistant secretary of Seller,
dated the Closing Date, in form and substance reasonably satisfactory to
Buyer, as to (i) no amendments to the Certificate of Incorporation of
Seller since a specified date; (ii) the by-laws of Seller; (iii) the
resolutions of the Board of Directors of Seller authorizing the execution
and performance of this Agreement and the transactions contemplated
hereby; and (iv) incumbency and signatures of the officers of Seller
executing this Agreement and any other agreement, instrument and document
being or to be executed and delivered by Seller under this Agreement or in
connection herewith (the "Seller Ancillary Agreements");

(d) the Bill of Sale and Assignment Agreement in the form attached as
Attachment C duly executed by Seller;

(e) All consents, waivers or approvals obtained by Seller with
respect to the Purchased Assets;

(f) The Transition Services Agreement duly executed by Seller; and

(g) Such other assignments and other instruments of transfer or
conveyance as Buyer may reasonably request or as may be otherwise
necessary to evidence and effect the sale, assignment, transfer,
conveyance and delivery of the Purchased Assets to Buyer.

In addition to the above deliveries, at Closing, Seller, at Buyer's cost
and expense, shall take all steps and actions as Buyer may reasonably request
or as may otherwise be necessary to put Buyer in actual possession or control
of the Purchased Assets.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

4.1. ORGANIZATION OF SELLER. Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has full corporate power and authority to own or lease and to operate and
use its properties and assets and to carry on its business as now conducted.

4.2. AUTHORITY OF SELLER. Seller has full power and authority to execute,
deliver and perform this Agreement and the Seller Ancillary Agreements. All
corporate actions required to be taken by Seller to authorize the execution,
delivery and performance of this Agreement and the Seller Ancillary Agreements
have been duly and properly taken. The Agreement and the Seller Ancillary
Agreements have been duly authorized, executed and delivered by Seller and are
the legal, valid and binding obligation of Seller enforceable in accordance
with its terms.

Neither the execution and delivery of this Agreement or the Seller
Ancillary Agreements or the consummation of any of the transactions
contemplated hereby or thereby nor compliance with or fulfillment of the terms,
conditions and provisions hereof or thereof will (a)

Page 4
<PAGE> 5
conflict with, result in a breach of the terms, conditions or provisions of, or
constitute a default, an event of default or an event creating rights of
acceleration, termination or cancellation or a loss of rights under, or result
in the creation or imposition of any lien, claim or other encumbrance upon any
of the Purchased Assets, under (i) the Certificate of Incorporation or By-laws
of Seller, (ii) any material note, instrument, agreement, mortgage, lease,
license, franchise, permit or other authorization, right, restriction or
obligation to which Seller is a party or any of the Purchased Assets is subject
or by which Seller is bound, (iii) any order, writ, injunction, decree or
judgment of any court or governmental agency to which Seller is a party or any
of the Purchased Assets is subject or by which Seller is bound, or (iv) any
laws or regulation affecting Seller or the Purchased Assets; or (b) require the
approval, consent, authorization or act of, or the making by Seller of any
declaration, filing or registration with, any person.

4.3. TITLE TO ASSETS. Seller is the sole and exclusive legal owner of all
title in and has good and marketable title to all of the Purchased Assets. None
of the Purchased Assets are subject to any security interest, mortgage, pledge,
lien, charge or encumbrance (collectively, "Liens"). Upon delivery of the
Purchased Assets or the documents of title thereto as required by this
Agreement, good and marketable title thereto will vest in Buyer, free and clear
of Liens, except for required consents, approvals or waivers listed on Schedule
4.3. Schedule 4.3 lists all consents, approvals or waivers required in
connection with the transfer or assignment to Buyer of Seller's rights under the
Service Agreements and Customer Contracts.

4.4. CUSTOMER CONTRACTS. To Seller's knowledge, the Customer Contracts are
valid and binding in accordance with their terms, are in full force and effect
and Seller is not in breach of any material provision of, in violation in any
material respect of, or in default in any material respect under the terms
thereof, and has performed in all material respects thereunder. True and
complete copies of the Customer Contracts and all amendments and modifications
thereof have been delivered or made available to Buyer.

4.5. LITIGATION. Seller is not engaged in or a party to, and, to the
knowledge of Seller, there is not threatened, any suit, action, proceeding,
investigation or legal, administrative, arbitration or other method of settling
disputes or disagreements or governmental investigation affecting the Purchased
Assets.

4.6. NO FINDER. Neither Seller nor any person acting on its behalf has
paid or become obligated to pay any fee or commission to any broker, finder or
intermediary for or on account of the transactions contemplated by this
Agreement.

4.7. DISCLAIMER. The representations and warranties set forth in this
Article IV (as modified or qualified by the schedule attached hereto) are the
only representations and warranties made by Seller with respect to the
Purchased Assets. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, SELLER IS SELLING
THE PURCHASED ASSETS TO BUYER "AS IS", "WHERE IS" AND WITH ALL FAULTS. EXCEPT
AS SPECIFICALLY SET FORTH HEREIN, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE
HEREBY DISCLAIMED AND EXCLUDED, INCLUDING WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SELLER BE LIABLE FOR
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. Seller makes no representation or
warranty as to the accuracy or reliability of any forecasts of revenues, sales,
expenses or profits of the Business.

The exceptions, modifications, descriptions and disclosures set forth
herein or in any Schedule attached hereto are made for all purposes of this
Agreements, are exceptions to all representation and warranties set forth in
this Agreement, and are not limited to the specific section of this Agreement
to which they are referenced. Where a written report or other document has been
delivered to or is in the possession of Buyer or its counsel which discloses
the existence of any fact or circumstance which should have been disclosed in
this Agreement or in a Schedule, such fact or circumstance is deemed disclosed
for all purposes of this Agreement and is an exception to the representations
and warranties set forth herein. Buyer shall have no right to

Page 5
<PAGE> 6
compel compliance or to bring an action for indemnification arising out of
matters set forth as exceptions herein or in any Schedule, except as otherwise
expressly set forth herein or therein.

Any reference to "Seller's knowledge" refers only to the actual
knowledge of Dan Halt (National Rental Manager, Radio Products Americas Group),
Jim Paolella (Group Controller, Radio Products Group) and Chip Saunders
(Corporate Vice President and General Manager, U.S./Canada Division, Radio
Products Americas Group).

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller and agrees as follows:

5.1. ORGANIZATION OF BUYER. Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the State of Texas and has full
corporate power and authority to own or lease and to operate and use its
properties and assets and to carry on its business as now conducted.

5.2. AUTHORITY OF BUYER. Buyer has full power and authority to execute,
deliver and perform this Agreement and the Buyer Ancillary Agreements. All
corporate actions required to be taken by Buyer to authorize the execution,
delivery and performance of this Agreement and the Buyer Ancillary Agreements
have been duly and properly taken. This Agreement and the Buyer Ancillary
Agreements have been duly authorized, executed and delivered by Buyer and are
the legal, valid and binding agreement of Buyer enforceable in accordance with
its terms.

Neither the execution and delivery of this Agreement or the Buyer
Ancillary Agreements or the consummation of any of the transactions
contemplated hereby or thereby nor compliance with or fulfillment of the terms,
conditions and provisions hereof or thereof will (a) conflict with, result in
a breach of the terms, conditions or provisions of, or constitute a default, an
event of default or an event creating rights of acceleration, termination or
cancellation or a loss of rights under (i) the Certificate of Incorporation or
By-laws of Buyer, (ii) any material note, instrument, agreement, mortgage,
lease, license, franchise, permit or other authorization, right, restriction or
obligation to which Buyer is a party or any of its properties is subject or by
which Buyer is bound, (iii) any order, writ, injunction, decree or judgment of
any court or governmental agency to which Buyer is a party or by which it is
bound or (iv) any law or regulation affecting Buyer; or (b) require the
approval, consent, authorization or act of, or the making by Buyer of any
declaration, filing or registration with, any person.

5.3 NO FINDER. Neither Buyer nor any person acting on its behalf has paid
or become obligated to pay any fee or commission to any broker, finder or
intermediary for or on account of the transactions contemplated by this
Agreement.

5.4. KNOWLEDGE OF THE BUSINESS. Buyer, through persons under its
control, is fully familiar with the Purchased Assets and the Assumed
Liabilities. Buyer has no knowledge of any information which makes, or if known
to Seller would make, any representation, warranty or covenant of Seller
contained herein untrue. Buyer has no knowledge of any facts or circumstances
which would constitute a breach of any representation, warranty or covenant of
Seller contained herein, or which would, with the passage of time or adequate
notice or both, constitute such a breach, or which would entitle Buyer to make
a claim for indemnification under this Agreement.

5.5. BUYER'S BUSINESS INVESTIGATION. Buyer has conducted such
investigation of the Purchased Assets as it has deemed necessary in order to
make an informed decision concerning the transactions contemplated hereby.
Buyer has reviewed all of the Inventory, equipment, documents, records, reports
and other materials identified in the Schedules hereto, and is familiar with
the content thereof. Buyer acknowledges that it has been given access to the
Purchased

Page 6
<PAGE> 7
Assets and is familiar with the condition thereof. For the purpose of
conducting these investigations, Buyer has employed the services of its own
agents, representatives, experts and consultants. In all matters affecting the
condition of the Purchased Assets or the contents of the documents, records,
reports or other materials in connection with the transactions contemplated
hereby, Buyer is relying primarily upon the advice and opinion offered by its
own agents, representations, experts, consultants, employees and officers. With
respect to information furnished by Seller, the Buyer has relied only upon
information set forth herein or in a Schedule attached hereto and has not
relied upon any other information or statement, oral or written, not described
herein or in a Schedule attached hereto.

ARTICLE VI

ADDITIONAL AGREEMENTS

6.1. CONTINUED ASSISTANCE. For a period of 12 months from the Closing
Date, Seller shall refer to Buyer as promptly as practicable any rental orders
and rental inquiries from the customers listed on the Customer List. From time
to time following the Closing, Seller shall execute and deliver, or cause to be
executed and delivered, to Buyer such other instruments of conveyance and
transfer as Buyer may reasonably request or as may be otherwise necessary to
more effectively convey and transfer to, and vest in, Buyer and put Buyer in
possession of, any part of the Purchased Assets.

6.2. RECEIVABLES. Buyer shall transfer and deliver to Seller promptly
upon receipt any and all amounts it may receive from Seller's customers as
payment in respect of the accounts receivable described in Section 1.2(b).
Seller may upon reasonable notice and during normal business hours, review
Buyer's books and records to determine whether Buyer has satisfied its
obligations under this Section.

6.3. REIMBURSEMENT OF PREPAID EXPENSES. At the Closing, Buyer agrees to
reimburse Seller for Buyer's share of all expenses listed on Schedule 6.3,
prepaid by Seller. The expenses relating to the period prior to the Closing
shall be for the account of Seller and the expenses relating to the period
after the Closing shall be for the account of Buyer.

6.4. MOTOROLA AUTHORIZED DEALER RENTAL INQUIRY REFERRAL. For a period of
12 months from the Closing Date, the rental business of Seller's Americas
Service Division ("ASD") will use reasonable efforts to refer to Buyer
inquiries for rental of the two-way radio products listed below that ASD
receives from a U.S.-based Motorola Authorized Two-Way Radio dealer or Radius
Communication Products dealer:

<TABLE>
<S> <C> <C> <C>
900 mhz MAXTRAC VHF MAXTRAC
MTX9000 HT1000
VISAR JT1000
MTX900 VISAR
HT600
800 mhz MAXTRAC MT1000
MTX8000
MTX810CONV UHF MAXTRAC
MTX810 MTX838
VISAR JT1000
MTX800 MT2000
VISAR
HT600
MT1000
GP350
</TABLE>

Page 7

<PAGE> 8
Buyer acknowledges that Seller's rental inquiry referral covenant set
forth above will in no way limit Seller's ability to enter into any transaction
with any dealer or equipment maintenance customer of Seller for the two-way
radios identified above for any ASD radio loaner program that relates to ASD's
equipment maintenance business.

6.5. SOURCING AUTHORIZATION. Seller agrees that, (a) for a period of 24
months from the Closing Date and (b) only so long as at least 50% of Buyer's
rental revenues are generated from the rental of Motorola equipment, Buyer
shall be entitled to tell its customers that Buyer is an official source for
Motorola rental radios in the United States; provided, however, that Buyer is
in no way authorized to use, and Buyer agrees not to use, the "Motorola"
stylized name, stylized logo or type fond. Seller may upon reasonable notice
and during normal business hours review Buyer's books and records to determine
whether Buyer satisfied the condition set forth in Section 6.8(b) above.

6.6. ADVERTISING. For a period of 12 months from the Closing Date, Seller
agrees that MRR (or any successor thereto) will not initiate any new
advertising regarding its rental radio business in either the telephone
directory "yellow pages" or its invoices to customers.

6.7. INVENTORY. Buyer acknowledges that on the Closing Date a portion of
the Inventory will be held by Seller's customers. Seller agrees that it shall
forward such Inventory to Buyer, at Buyer's direction and at Buyer's cost, as
soon as practicable after such Inventory is returned to Seller.

ARTICLE VII

INDEMNIFICATION

7.1. SURVIVAL. The obligations of the parties pursuant to this Agreement
will survive the Closing in accordance with their terms. The obligations of the
parties with respect to the other agreements contemplated by this Agreement
will expire in accordance with their respective terms. All representations and
warranties contained in this Agreement shall not survive the Closing.

7.2. INDEMNIFICATION BY SELLER. Seller agrees to indemnify and hold
harmless Buyer from and against any and all losses, liability or damage
(including reasonable attorney's fees) (collectively, "Losses") incurred by
Buyer in connection with or arising from (a) any breach by Seller of any of its
covenants in this Agreement or in the Seller Ancillary Agreements; (b) any
failure of Seller to perform any of its obligations in this Agreement or in the
Seller Ancillary Agreements; (c) any breach of any warranty or the inaccuracy
of any representation of Seller contained in this Agreement; or (d) the failure
of Seller to perform any Excluded Liability.

7.3. INDEMNIFICATION BY BUYER. Buyer agrees to indemnify and hold harmless
Seller from and against any and all Losses incurred by Seller in connection
with or arising from (a) any breach by Buyer of any of its covenants or
agreements in this Agreement or in the Buyer Ancilliary Agreements; (b) any
failure by Buyer to perform any of its obligations in this Agreement or in the
Buyer Ancillary Agreements; (c) any breach of any warranty or the inaccuracy of
any representation of Buyer contained in this Agreement; or (d) the failure of
Buyer to perform any Assumed Liability.

7.4 NOTICE OF CLAIMS.

(a) A party (the "Indemnified Party") seeking indemnification
hereunder shall give to the party obligated to provide indemnification to
such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice")
describing in reasonable detail the facts giving rise to any claim for
indemnification hereunder and shall include in such Claim Notice (if then
known) the amount or the method of computation of the amount of such
claim, and a reference to the provision of this Agreement or any other
agreement, document or

Page 8

<PAGE> 9
instrument executed hereunder or in connection herewith upon which such claim
is based; provided, that a Claim Notice in respect of any action at law or suit
in equity by or against a third person as to which indemnification will be
sought shall be given promptly after the action or suit is commenced; provided
further, that failure to give such notice shall not relieve the Indemnitor of
its obligations hereunder except to the extent it shall have been prejudiced by
such failure.

(b) In calculating any Loss there shall be deducted (i) any insurance
recovery in respect thereof (and no right of subrogation shall accrue hereunder
to any insurer) and (ii) the amount of any tax benefit to the Indemnified Party
with respect to such Loss or Expense (after giving effect to the tax effect of
receipt of the indemnification payments).

(c) After the giving of any Claim Notice pursuant hereto, the amount of
indemnification to which an Indemnified Party shall be entitled under this
Article VII shall be determined: (i) by the written agreement between the
Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any
court of competent jurisdiction, or (iii) by any other means to which the
Indemnified Party and the Indemnitor shall agree. The judgment or decree of a
court shall be deemed final when the time for appeal, if any, shall have
expired and no appeal shall have been taken or when all appeals taken shall
have been finally determined. The Indemnified Party shall have the burden of
proof in establishing the amount of Loss suffered by it.

7.5. THIRD PERSON CLAIMS.

(a) Subject to Section 7.5(b), the Indemnified Party shall have the right
to conduct and control, through counsel of its choosing, the defense,
compromise or settlement of any third person claim, action or suit against such
Indemnified Party as to which indemnification will be sought by any Indemnified
Party from any Indemnitor hereunder, and in any such case the Indemnitor shall
cooperate in connection therewith and shall furnish such records, information
and testimony and attend such conferences, discovery proceedings, hearings,
trials and appeals as may be reasonably requested by the Indemnified Party in
connection therewith; provided, that the Indemnitor may participate, through
counsel chosen by it and at its own expense, in the defense of any such claim,
action or suit as to which the Indemnified Party has so elected to conduct and
control the defense thereof; and provided, further, that the Indemnified Party
shall not, without the written consent of the Indemnitor (which written consent
shall not be unreasonably withheld), pay, compromise or settle any such claim,
action or suit, except that no such consent shall be required if, following a
written request from the Indemnified Party, the Indemnitor shall fail, within
14 days after the making of such request, to acknowledge and agree in writing
that, if such claim, action or suit shall be adversely determined, such
Indemnitor has an obligation to provide indemnification hereunder to such
Indemnified Party. Notwithstanding the foregoing, the Indemnified Party shall
have the right to pay, settle or compromise any such claim, action or suit
without such consent, provided that in such event the Indemnified Party shall
waive any right to indemnity hereunder unless such consent is unreasonably
withheld.

(b) If any third person claim, action or suit against any Indemnified
Party is solely for money damages or, where Seller is the Indemnitor, will have
no continuing effect in any material respect on the Purchased Assets, then the
Indemnitor shall have the right to conduct and control, through counsel of its
choosing, the defense, compromise or settlement of any such third person claim,
action or suit against such Indemnified Party from any Indemnitor hereunder if
the Indemnitor has acknowledged and agreed in writing that, if the same is
adversely determined, the Indemnitor has an obligation to provide
indemnification to the Indemnified Party in respect thereof, and in any such
case the Indemnified Party shall cooperate in connection therewith and shall
furnish such records, information and testimony and attend such conferences,
discovery proceedings, hearings, trials and appeals

Page 9

<PAGE> 10
as may be reasonably requested by the Indemnitor in connection therewith;
provided, that the Indemnified Party may participate, through counsel,
chosen by it and at its own expense, in the defense of any such claim,
action or suit as to which the Indemnitor has so elected to conduct and
control the defense thereof. Notwithstanding the foregoing, the
indemnified party shall have the right to pay, settle or compromise any
such claim, action or suit, provided that in such event the Indemnified
party shall waive any right to indemnity therefor hereunder unless the
Indemnified Party shall have sought the consent of the Indemnitor to such
payment, settlement or compromise and such consent was unreasonably
withheld, in which event no claim for indemnity therefor hereunder shall
be waived.

7.6. THRESHOLD AND EXCLUSIVITY.

(a) Seller shall not be liable and Buyer agrees not to enforce any
claim for indemnification under this Agreement until the aggregate of all
such claims exceeds $50,000 (the "Threshold Amount"), and then the Buyer
shall be entitled to recover only the amount of such claims in excess of
the Threshold Amount. Buyer shall provide Seller with a notice of all
claims included in the Threshold Amount. the maximum liability of Seller
for all claims and damages of every kind and character arising under or
in connection with this Agreement and the transactions contemplated
hereby, including indemnification, shall be an amount equal to the
Purchase Price. Claims for indemnification in excess of the Threshold
Amount shall be made only in increments of $2,500 or more, and claims
relating to similar products or constituting like claims may be aggregated
in determining the $2,500 amount.

(b) Indemnification pursuant to this Article VII shall be the sole
and exclusive remedy for any claim for monetary damages resulting from a
breach of any representation or warranty under this Agreement, the
Schedules hereto and any certificate delivered pursuant hereto.

ARTICLE VIII

GENERAL PROVISIONS

8.1. CONFIDENTIAL NATURE OF INFORMATION. Each party agrees that it will
treat in confidence all documents, materials and other information which it
shall have obtained regarding the other party during the course of the
negotiations leading to the consummation of the transactions contemplated
hereby (whether obtained before or after the date of this Agreement), the
investigation provided for herein and the preparation of this Agreement and
other related documents, and, in the event the transactions contemplated hereby
shall not be consummated, each party will return to the other party all copies
of nonpublic documents and materials which have been furnished in connection
therewith. Such documents, materials and information shall not be communicated
to any third Person (other than, in the case of Buyer, to its counsel,
accountants, financial advisors or lenders, and in the case of Seller, to its
counsel, accountants or financial advisors). No other party shall use any
confidential information in any manner whatsoever except solely for the purpose
of evaluating the proposed purchase and sale of the Purchased Assets; provided,
however, that after the Closing Buyer may use or disclose any confidential
information included in the Purchased Assets. The obligation of each party to
treat such documents, materials and other information in confidence shall not
apply to any information which (i) is or becomes available to such party from a
source other than such party, (ii) is or becomes available to the public other
than as a result of disclosure by such party or its agents, (iii) is required
to be disclosed under applicable law or judicial process, but only to the
extent it must be disclosed, or (iv) such party reasonably deems necessary to
disclose to obtain any of the consents or approvals contemplated hereby.

8.2. NO PUBLIC ANNOUNCEMENT. Neither Buyer nor Seller shall, without the
approval of the other, make any press release or other public announcement
concerning the transactions

Page 10

<PAGE> 11
contemplated by this Agreement, except as and to the extent that any such party
shall be so obligated by law or the rules of any stock exchange, in which case
the other party shall be advised and the parties shall use their best efforts
to cause a mutually agreeable release or announcement to be issued; provided
that the foregoing shall not preclude communications or disclosures necessary
to implement the provisions of this Agreement or to comply with the accounting
and Securities and Exchange Commission disclosure obligations.

8.3. NOTICES. All notices or other communications required or permitted
hereunder shall be in writing and shall be deemed given or delivered when
delivered personally or when sent via facsimile (with answerback confirmed) or
when sent by registered or certified mail or by private courier addressed as
follows:

If to Buyer, to:

BearCom, Inc.
11545 Pagemill Rd.
Dallas, TX 75243
Attention: John P. Watson
Facsimile No.: 214/349-8950

with a copy to:

Gardere & Wynne, L.L.P.
3000 Thanksgiving Tower
1601 Elm Street
Dallas, Texas 75201
Attention: Lawrence B. Goldstein
Facsimile No.: (214) 999-4667

If to Seller, to:

Motorola, Inc.
1301 East Algonquin Road
Schaumburg, Illinois 60196-1077
Attention: Chip Saunders
Land Mobile Products Sector
Facsimile No.: (847) 576-0721

with a copy to:

Motorola, Inc.
1301 East Algonquin Road
Schaumburg, Illinois 60196
Attention: General Counsel
Facsimile No.: (847) 576-2818

or to such other address as such party may indicate by a notice delivered to
the other party hereto.

8.4. SUCCESSORS AND ASSIGNS. Buyer shall be entitled to assign its rights
and duties under this Agreement only with the prior written consent of Seller.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their successors and permitted assigns.

8.5. ENTIRE AGREEMENT; AMENDMENTS. This Agreement and the Attachments and
Schedules referred to herein, the documents delivered pursuant hereto and the
Non-Disclosure Agreement between Seller and Bear Communications Llp dated
December 11, 1996 contain the entire understanding of the parties hereto with
regard to the subject matter contained herein or therein, and supersede all
prior agreements, understandings or letters of intent between or among

Page 11

<PAGE> 12
any of the parties hereto. This Agreement shall not be amended, modified or
supplemented except by a written instrument signed by an authorized
representative of each of the parties hereto.

8.6. INTERPRETATION. Article titles and headings to sections herein are
inserted for convenience of reference only and are not intended to be a part of
or to affect the meaning or interpretation of this Agreement. The Schedules and
Attachments referred to herein shall be construed with and as an integral part
of this Agreement to the same extent as if they were set forth verbatim herein.

8.7. WAIVERS. Any term or provision of this Agreement may be waived, or
the time for its performance may be extended, by the party or parties entitled
to the benefit thereof. Any such waiver shall be validly and sufficiently
authorized for the purposes of this Agreement if, as to any party, it is
authorized in writing by an authorized representative of such party. The
failure of any party hereto to enforce at any time any provision of this
Agreement shall not be construed to be a waiver of such provision, nor in any
way to affect the validity of this Agreement or any part hereof or the right of
any party thereafter to enforce each and every such provision. No waiver of any
breach of this Agreement shall be held to constitute a waiver of any other or
subsequent breach.

8.8. EXPENSES. Each party hereto will pay all costs and expenses incident
to its negotiation and preparation of this Agreement and to its performance and
compliance with all agreements and conditions contained herein on its part to
be performed or complied with, including the fees, expenses and disbursements
of its counsel and accountants.

8.9. PARTIAL INVALIDITY. Wherever possible, each provision hereof shall be
interpreted in such manner as to be effective and valid under applicable law,
but in case any one or more of the provisions contained herein shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such
provision shall be ineffective to the extent, but only to the extent, of such
invalidity, illegality or unenforceability without invalidating the remainder
of such invalid, illegal or unenforceable provision or provisions or any other
provisions hereof, unless such a construction would be unreasonable.

8.10. EXECUTION IN COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be considered an original instrument,
but all of which shall be considered one and the same agreement, and shall
become binding when one or more counterparts have been signed by each of the
parties hereto and delivered to each of Seller and Buyer.

8.11. GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement shall be
governed by and construed in accordance with the internal laws (as opposed to
the conflicts of law provisions) of the State of Illinois. Seller and Buyer
will attempt to settle any claim or controversy arising out of this Agreement
through consultation and negotiation in good faith and a spirit of mutual
cooperation. If those attempts fail, then the dispute will be mediated by a
mutually-acceptable mediator to be chosen by Seller and Buyer within 45 days
after written notice by one of the parties demanding mediation. Neither party
may unreasonably withhold consent to the selection of a mediator, and Seller
and Buyer will share the costs of the mediation equally. By mutual agreement,
however, Seller and Buyer may postpone mediation until each has completed some
specified but limited discovery about the dispute. The parties may also agree
to replace mediation with some other form of alternative dispute resolution
(ADR), such as neutral fact-finding or a minitrial.

Any dispute which cannot resolve by the parties through negotiation,
mediation or other form of ADR within six months of the date of the initial
demand for it by one of the parties hereto may then be submitted to the courts
within the State of Illinois for resolution (as provided in Section 8.12
below). The use of any ADR procedures will not be construed under the doctrines
of laches, waiver or estoppel to affect adversely the rights of either party.
Nothing in this section will prevent either party from resorting to judicial
proceedings if (a) good faith efforts to resolve the dispute under these
procedures have been unsuccessful or (b) interim relief from a court is
necessary to prevent serious and irreparable injury to one party or to others.

Page 12

<PAGE> 13
8.12. SUBMISSION TO JURISDICTION. Seller and Buyer hereby irrevocable
submit in any suit, action or proceeding arising out of or relate to this
Agreement or any of the transactions contemplated hereby or thereby to the
jurisdiction of the United States District Court for the Northern District of
Illinois and the jurisdiction of any court of the State of Illinois located in
Chicago and waive any and all objections to jurisdiction that they may have
under the laws of the State of Illinois or the United States.

8.13. BULK TRANSFER. Buyer hereby waives compliance by Seller with all
applicable bulk transfer, bulk sales and similar laws and requirements of all
jurisdictions in connection with the transactions contemplated hereby. Seller
shall indemnify and hold harmless Buyer against any and all expense, loss or
damage which Buyer may suffer as a result of claims asserted by third parties
against Buyer due to any noncompliance by Seller with applicable bulk transfer
laws.

* * * *

Page 13
<PAGE> 14
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.

BEARCOM, INC.

By: /s/ JOHN P. WATSON
-------------------------
Title: Chairman
---------------------------

MOTOROLA, INC.

By: /s/ LEIF SODERBERG
------------------------------
Leif Soderberg
Corporate Vice President and General Manager
Radio Products Americas Group
Radio Products Group

Page 14

<PAGE> 1

CONFIDENTIAL TREATMENT REQUESTED BY BEARCOM GROUP, INC.
OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SEC.

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

2
<PAGE> 3
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.

3
<PAGE> 4
(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,

4
<PAGE> 5
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

5
<PAGE> 6
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.

6
<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

7
<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.

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

<PAGE> 1

CONFIDENTIAL TREATMENT REQUESTED BY BEARCOM GROUP, INC.
OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SEC.

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.

<PAGE> 2
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
<PAGE> 3
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

3
<PAGE> 4
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

4
<PAGE> 5
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

5
<PAGE> 6
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

6
<PAGE> 7
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.

7
<PAGE> 8

(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.

8
<PAGE> 9
(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

10
<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.

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

<PAGE> 1
EXHIBIT 10.17

ASSET PURCHASE AGREEMENT

BY AND AMONG

CONDOR HOLDINGS, INC.,
A DELAWARE CORPORATION ("NEWCO" OR "PURCHASER"),

BEARCOM, INC.,
A TEXAS CORPORATION ("BEARCOM"),

CONDOR COMMUNICATIONS, INC.,
A FLORIDA CORPORATION ("CONDOR" OR "SELLER"),

AND

ROGELIO BETANCOURT
("SHAREHOLDER")

<PAGE> 2
DATED AS OF MARCH 31, 1998

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
ARTICLE 1

PURCHASE AND SALE OF ASSETS AND SHAREHOLDER'S PROPERTY
------------------------------------------------------
<S> <C>
SECTION 1.1 Purchase and Sale by Seller . . . . . . . . . . . . . . 1
SECTION 1.2 Related Transactions . . . . . . . . . . . . . . . . . . 2
SECTION 1.3 Assumption of Liabilities . . . . . . . . . . . . . . . 3
SECTION 1.4 Purchase Price . . . . . . . . . . . . . . . . . . . . . 3
SECTION 1.5 Closing . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 1.6 Post-Closing Adjustments . . . . . . . . . . . . . . . . 3
SECTION 1.7 Further Assurances . . . . . . . . . . . . . . . . . . . 4
SECTION 1.8 Condor Business Unit Operations . . . . . . . . . . . . 4

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER
--------------------------------------------------------

SECTION 2.1 Corporate Existence and Power; Ownership . . . . . . . . 4
SECTION 2.2 Authority Relative to this Agreement . . . . . . . . . . 5
SECTION 2.3 No Conflicts, Consents . . . . . . . . . . . . . . . . . 5
SECTION 2.4 Charter Documents and Corporate Records . . . . . . . . 5
SECTION 2.5 Title . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.6 Financial Information . . . . . . . . . . . . . . . . . 5
SECTION 2.7 Liabilities . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.8 Seller Receivables . . . . . . . . . . . . . . . . . . . 6
SECTION 2.9 Absence of Certain Changes . . . . . . . . . . . . . . . 6
SECTION 2.10 Shareholder's Property and Seller's Property . . . . . . 7
SECTION 2.11 Contracts . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.12 Inventories . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 2.13 Intangible Property . . . . . . . . . . . . . . . . . . 8
SECTION 2.14 Claims and Proceedings . . . . . . . . . . . . . . . . . 8
SECTION 2.15 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 2.16 Employee Related Matters . . . . . . . . . . . . . . . . 9
SECTION 2.17 Insurance . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 2.18 Compliance with Laws . . . . . . . . . . . . . . . . . . 9
SECTION 2.19 Licenses . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 2.20 Environmental Matters . . . . . . . . . . . . . . . . . 10
SECTION 2.21 Finders Fees . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>

-i-

<PAGE> 3
<TABLE>
<S> <C>
SECTION 2.22 Fees, Commissions and Royalties . . . . . . . . . . . . . . 10
SECTION 2.23 Related Parties . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 2.24 Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 2.25 Customers . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 2.26 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF BEARCOM AND NEWCO
---------------------------------------------------

SECTION 3.1 Authority Relative to this Agreement . . . . . . . . . . . . 11
SECTION 3.2 No Conflicts; Consents . . . . . . . . . . . . . . . . . . . 11
SECTION 3.3 Corporate Existence and Power . . . . . . . . . . . . . . . 12
SECTION 3.4 Charter Documents and Corporate Records . . . . . . . . . . 12
SECTION 3.5 Financial Information . . . . . . . . . . . . . . . . . . . 12
SECTION 3.6 Liabilities . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 3.7 Absence of Certain Changes . . . . . . . . . . . . . . . . . 13
SECTION 3.8 Claims and Proceedings . . . . . . . . . . . . . . . . . . . 13
SECTION 3.9 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 3.10 Compliance with Laws . . . . . . . . . . . . . . . . . . . . 13
SECTION 3.11 Licenses . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 3.12 Environmental Matters . . . . . . . . . . . . . . . . . . . 13
SECTION 3.13 Finders Fees . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 3.14 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE 4

COVENANTS AND AGREEMENTS OF SELLER AND SHAREHOLDER
--------------------------------------------------

SECTION 4.1 Confidentiality . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE 5

COVENANTS AND AGREEMENTS OF PURCHASER
-------------------------------------

SECTION 5.1 Confidentiality . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE 6

DELIVERY OF CLOSING DOCUMENTS
-----------------------------

SECTION 6.1 Delivery of Closing Documents by Bearcom and Newco . . . . . 15
SECTION 6.2 Delivery of Closing Documents by Seller and Shareholder . . 16
</TABLE>

- ii -
<PAGE> 4

<TABLE>
<S> <C>
ARTICLE 7

INDEMNIFICATION
---------------

SECTION 7.1 Survival of Representations and Warranties . . . . . . . . . 17
SECTION 7.2 Obligation of Seller to Indemnify . . . . . . . . . . . . . 18
SECTION 7.3 Obligation of BearCom and Newco to Indemnify . . . . . . . . 18
SECTION 7.4 Notice and Opportunity to Defend Third Party Claims . . . . 18
SECTION 7.5 Limits on Indemnification . . . . . . . . . . . . . . . . . 19
SECTION 7.6 Sole and Exclusive Remedy . . . . . . . . . . . . . . . . . 19
SECTION 7.7 Right of Offset . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE 8

TERMINATION
-----------

INTENTIONALLY LEFT BLANK

ARTICLE 9

MISCELLANEOUS
-------------

SECTION 9.1 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 9.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 9.3 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 9.4 Waivers and Amendments; Non-Contractual Remedies;
Preservation of Remedies . . . . . . . . . . . . . . . . . . 21
SECTION 9.5 Governing Law; Venue . . . . . . . . . . . . . . . . . . . . 21
SECTION 9.6 Binding Effect; No Assignment . . . . . . . . . . . . . . . 21
SECTION 9.7 Severability . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 9.8 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 9.9 Third Parties . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 9.10 Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE 10

DEFINITIONS
-----------

SECTION 10.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 10.2 Interpretation . . . . . . . . . . . . . . . . . . . . . . . 26
</TABLE>

- iii -
<PAGE> 5

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated as of March 31, 1998 (the "Agreement")
by and among CONDOR COMMUNICATIONS, INC., a Florida corporation ("Condor" or
"Seller"), ROGELIO BETANCOURT ("Shareholder"), BEARCOM, INC., a Texas
corporation ("BearCom") and CONDOR HOLDINGS, INC., a Delaware corporation and a
wholly-owned subsidiary of BearCom ("Newco" or "Purchaser"). Definitions of
capitalized terms used in Articles 1 through 9 herein which are not otherwise
defined are set forth in Article 10.

W I T N E S S E T H:

WHEREAS, Seller is a Florida corporation engaged in the business of
distributing electronic communications equipment and desires to sell all or
substantially all of its assets and to assign certain of its liabilities to
Purchaser upon the terms and conditions set forth in this Agreement; and

WHEREAS, Shareholder is an individual who desires to sell all of his
interest in the Shareholder's Property (hereinafter defined) to Purchaser upon
the terms and conditions set forth in this Agreement.

WHEREAS, Purchaser is desirous of purchasing all or substantially all
of the assets of Seller and assuming certain liabilities of Seller, as provided
herein, and purchasing the Shareholder's Property upon the terms and conditions
set forth in this Agreement; and

NOW, THEREFORE, in consideration of the foregoing premises and the
mutual agreements and covenants contained herein, and for other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereby agree as follows:

ARTICLE 1

PURCHASE AND SALE OF ASSETS AND SHAREHOLDER'S PROPERTY

SECTION 1.1 PURCHASE AND SALE BY SELLER. On the Closing Date (as
hereinafter defined), Seller shall sell, convey, transfer, assign and deliver
to Purchaser free and clear of all Liens, and Purchaser shall purchase and
accept, for the consideration hereinafter provided, all of the assets of Seller
described herein (the "Assets"), wherever located and whether or not shown on
the books of account or other records of Seller, specifically including, but
without limitation, the following:

(a) EQUIPMENT. The equipment, machinery, furniture,
fixtures, vehicles, leasehold improvements, materials, supplies, consumable
items and other assets identified on Schedule 1.1(a) hereto;

(b) INVENTORY. The Inventory (including finished
products, supplies, materials and work-in- progress) on hand on the Closing
Date;

<PAGE> 6
(d) REAL ESTATE. That certain real property located at
1933 N.W. 21st Terrace, Miami, Florida 33142 owned by Seller and more
particularly described on Schedule 1.1(d) attached hereto ("Seller's Property");

(e) MISCELLANEOUS ASSETS. Except for those assets
specifically identified on Schedule 1.1(e), which are not being sold to
Purchaser, all of the remaining tangible and intangible assets of Seller,
whether by specific or general reference, including, without limitation, all
assets of Seller not otherwise identified in paragraphs (a), (b) or (c) above,
wherever located and whether or not on the books of account or other records,
including, without limitation:

(i) all furniture, fixtures, equipment,
materials, leasehold improvements, supplies and consumable items not otherwise
identified on Schedule 1.1(a);

(ii) all patents, approvals, trademarks (either
registered or at common law), service marks (either registered or at common
law), trade names, service names, labels and copyrights, and all registrations
and applications for any of the foregoing, and all technical processes,
compilations, formulations, formulas and/or other such information related to
or connected with the Business of Seller, and all processes, manufacturing or
marketing procedures, formulae, vendor, and supplier, distributor and customer
lists, files and records of Seller (collectively hereinafter referred to as
"Intellectual Property");

(iii) all contract rights of Seller, including,
without limitation, contracts or orders from customers or distributors or
vendors for purchase, license or delivery of products or services; all other
agreements to which Seller is a party or by which Seller is bound and pursuant
to which any party other than Seller may use or otherwise exercise any rights
in the Intellectual Property; maintenance agreements and other leases for
leased equipment and real property (collectively referred to as "Contract
Rights");

(iv) copies of all books and records, wherever
located; provided, that, Seller shall be entitled to retain originals or copies
of books and records as necessary or appropriate to enable Seller to administer
its assets and liabilities which are not being transferred or assigned pursuant
to this Agreement;

(v) the exclusive use of the name "Condor
Communications" and all other tradenames used by Seller;

(vi) to the extent assignable, any and all other
assets, properties and business of Seller of any kind, character and
description, whether tangible or intangible, real, personal or mixed,
including, but not limited to: telephone numbers, fax numbers and listings,
maintenance operations, rights and claims to refunds, prepaid expenses,
cooperative advertising allowances, customer deposits, bank accounts, deposits
by Seller with any other person, policies and procedures, discounts and
adjustments of every kind, express or implied warranties, and all other
information and records (including, without limitation, personnel records to
the extent not prohibited by law) relating to the Business of Seller.

PURCHASER AND SALE BY SHAREHOLDER. Shareholder shall sell, convey,
transfer, assign and deliver to Purchaser free and clear of all Liens, and
Purchaser shall purchase and accept for the consideration hereinafter provided,
that certain real property located and owned by Shareholder and more
particularly described in Schedule 1.1 attached hereto (the "Shareholder's
Property"), including all rights appurtenant thereto and all improvements
located thereon.

- 2 -
<PAGE> 7
SECTION 1.2 RELATED TRANSACTIONS.

(a) The parties acknowledge and agree that concurrent with the
Closing, the Asset Purchase Agreement ("Condor Ltd. Acquisition Agreement"),
pursuant to which Purchaser or its designee will acquire from Condor
Communications, Ltd., a British Virgin Islands corporation ("Condor Ltd."), a
distributor of Seller's products, all of Condor Ltd.'s stock in Condor
Telecomunicaciones, S.A., a Venezuelan corporation and certain accounts
receivable and inventory of Condor, Ltd. ("Condor S.A."), will close.

(b) Seller and Shareholder shall use their best efforts to cause
all of the assets of Condor Prague, S.R.O., a Czech Republic corporation
("Condor Prague") to be transferred to a subsidiary of Purchaser within thirty
(30) days. Seller and Shareholder agree that the asset purchase agreement
("Condor Prague Acquisition Agreement") to be prepared with respect to such
transaction shall be to Purchaser's reasonable satisfaction and shall contain
such representations, warranties and covenants as are applicable to Condor,
Ltd. and Condor S.A. pursuant to the Condor Ltd. Acquisition Agreement. The
parties agree that in the event the transactions contemplated by the Condor
Prague Acquisition Agreement are closed, an amount of the Purchase Price equal
to the net book value of the assets of Condor Prague, as mutually agreed to by
the parties, shall be allocated to the purchase price of Condor Prague

(c) The transactions contemplated by the foregoing provisions of this
Section 1.2 may collectively be referred to as the "Related Transactions" or
individually as a "Related Transaction."

SECTION 1.3 ASSUMPTION OF LIABILITIES. Purchaser shall assume on
and as of the Closing Date all of the obligations and liabilities of Seller set
forth on Schedule 1.3 (the "Assumed Liabilities"). All of the obligations and
liabilities of Seller which are not set forth on Schedule 1.3 shall remain the
sole responsibility of Seller (hereinafter referred to as "Retained
Liabilities"). Purchaser shall have no responsibility or obligation for any
Retained Liabilities.

SECTION 1.4 PURCHASE PRICE. The purchase price (the "Purchase
Price Assets") for the Assets payable at Closing will be $6,525,000 United
States Dollars, to be paid at Closing by wire transfer, in immediately available
funds, to an account designated by Seller. The Purchase Price Assets may be
upwardly adjusted in accordance with the provisions of Section 1.6 below. The
Purchase Price Assets will be allocated and may be reallocated (by mutual
agreement of Seller, Shareholder and BearCom at or prior to Closing), by and
among the Assets. The purchase price (the "Purchase Price Shareholder
Property") for the Shareholder's Property payable at Closing will be $275,000
United States Dollars to be paid at Closing by wire transfer in immediately
available funds to an account designated by Shareholder.

SECTION 1.5 CLOSING. The consummation of the transactions
contemplated by this Agreement (the "Closing") shall take place simultaneously
with the execution of this Agreement at the offices of Cohen, Berke, Bernstein,
Brodie & Kondell, P.A., 2601 South Bayshore Drive, 19th Floor, Miami, Florida
33133. The date of the Closing shall be referred to as the "Closing Date."

SECTION 1.6 POST-CLOSING ADJUSTMENTS. The Purchase Price Assets
shall be subject to the following post- Closing adjustments with respect to
EBITDA attributable to Condor Business Unit Operations for the first
twenty-four (24) complete calendar months following the Closing:

(a) With respect to the twelve (12) month period
beginning with the first complete calendar month immediately following the
Closing, Seller shall be entitled to receive from Newco a cash sum

- 3 -
<PAGE> 8
equal to: (i) fifty (50%) percent of the first $3,000,000 of EBITDA
attributable to Condor Business Unit Operations for such twelve (12) month
period; and (ii) twenty-five percent (25%) of EBITDA in excess of $3,000,000
attributable to Condor Business Unit Operations for such twelve month period;
if but only if EBITDA for such twelve (12) month period shall be $2,000,000 or
greater;

(b) With respect to the twelve (12) month period
immediately following the period of time as set forth in Section 1.6(a) above,
Seller shall be entitled to receive from Newco a cash sum equal to (i) fifty
(50%) percent of the first $3,000,000 of EBITDA attributable to Condor Business
Unit Operations for such twelve (12) month period; and (ii) twenty-five (25%)
percent of EBITDA in excess of $3,000,000 attributable to Condor Business Unit
Operations for such twelve month period; if, but only if, EBITDA for such
twelve month period shall be $2,000,000 or greater;

(c) Payments to Seller of cash sums due for each
of the twelve-month periods described in clauses (a) and (b) above will be made
in cash within forty-five (45) days after the end of each such period. All
past due sums payable to Seller pursuant to the terms of this Agreement or
otherwise shall accrue interest at a daily compounded rate equal to 1.0% per
month.

SECTION 1.7 FURTHER ASSURANCES. If at any time after the
Closing, BearCom, Purchaser, Seller or Shareholder shall consider or be advised
that any further documents, instruments or assurances in law or any other acts
are necessary, desirable or proper to carry out the intent and accomplish the
purposes of this Agreement, or the Related Transactions, the other agrees that
its proper officers and directors will execute and deliver all documents,
instruments and assurances in law and do all acts necessary, desirable or
proper to carry out the intent and accomplish the purposes of this Agreement,
and that its proper officers and directors are fully authorized to take any and
all such action.

SECTION 1.8 CONDOR BUSINESS UNIT OPERATIONS. Except with the
prior written consent of Shareholder, for the period commencing on the Closing
Date through the last day of the first twenty-four (24) complete calendar month
period following the Closing, BearCom and Purchaser will take no action with
the purpose of reducing the amounts payable to Seller pursuant to Section 1.6
hereof, and (i) will maintain Condor Business Unit Operations exclusively
within Newco and not merge or consolidate same with any other business units or
divisions of BearCom or any other entity (except for the consolidation of
duplicative and non-revenue generating administrative functions resulting in
increased EBITDA); (ii) will not sell, assign, transfer or otherwise convey any
portion of the Condor Business Unit Operations to any person, whether by sale
of assets other than in the ordinary course of business, issuance or sale of
stock, by merger or otherwise; (iii) will not take any action to discontinue,
scale-back, impair or otherwise hinder the Condor Business Unit Operations, in
any manner whatsoever, whether by diversion or usurpation of its business
opportunities or prospects, the allocation of excessive or non-direct general,
administrative, overhead or other expenses to Newco or the Condor Business Unit
Operations; (iv) will employ Rogelio Betancourt, as president and chief
executive officer of Newco, with complete authority over the management of the
Condor Business Unit Operations, subject only to the direction of Newco's board
of directors; provided such direction is exercised in good faith, and is not
taken with the purpose of reducing the amounts payable to Seller pursuant to
Section 1.6 hereof; or (v) will not charge or allocate or permit to be charged
or allocated any general, administrative, overhead or other expenses to Newco
or the Condor Business Unit Operations.

- 4 -
<PAGE> 9
ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER

Seller and Shareholder, jointly and severally, represent and warrant
to BearCom and Newco as of the date of this Agreement that:

SECTION 2.1 CORPORATE EXISTENCE AND POWER; OWNERSHIP. Seller is
a corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation, and has all requisite corporate
power and authority required to carry on its business and to own and lease the
properties it owns and leases. Seller is duly qualified to do business as a
foreign corporation and is in good standing in each jurisdiction where the
character of the property owned or leased by it or the nature of its activities
makes such qualification necessary, except for those jurisdictions where the
failure to be so qualified would not, individually or in the aggregate, have a
material adverse effect on its Assets, financial condition, prospects or the
results of operations. Shareholders are the sole record and beneficial owners
of all of the outstanding capital stock of Seller, free and clear of all Liens,
and have been the sole owners since Seller was formed. Except as identified on
Schedule 2.1, Seller does not have any direct or indirect ownership or other
equity or profit sharing interest in any other entity related to the Business
of Seller.

SECTION 2.2 AUTHORITY RELATIVE TO THIS AGREEMENT. Seller and
Shareholder have full power, capacity and authority to execute and deliver this
Agreement and each other Transaction Document to which it is a party and to
consummate the transactions contemplated hereby and thereby (the "Contemplated
Transactions"). The execution and delivery of this Agreement and the
consummation of the Contemplated Transactions to which Seller or Shareholder is
a party have been duly and validly authorized by Seller and Shareholder and no
other proceedings on the part of Seller or Shareholder are necessary to
authorize the execution and delivery by Seller and Shareholder of this
Agreement or the consummation of the Contemplated Transactions to which Seller
or Shareholder is a party. This Agreement and the other Transaction Documents
to which Seller or Shareholder is a party have been duly and validly executed
and delivered by Seller or Shareholder, as applicable, and (assuming the valid
execution and delivery thereof by the other parties thereto) constitute the
legal, valid and binding agreements of Seller or Shareholder, as the case may
be, enforceable against such party in accordance with their respective terms.

SECTION 2.3 NO CONFLICTS, CONSENTS. Neither the execution,
delivery nor performance by Seller or Shareholder of this Agreement nor the
other Transaction Documents to which it or he is a party nor the consummation
of the Contemplated Transactions, will (i) violate any provision of the
Articles of Incorporation or By-laws (or comparable instruments) of Seller;
(ii) require Seller or Shareholder to obtain any consent, approval or action of
or waiver from, or make any filing with, or give any notice to, any
Governmental Body or any other person except as set forth on Schedule 2.3 (the
"Required Consents"); (iii) if the Required Consents are obtained prior to
Closing, violate, conflict with or result in a breach or default under (after
the giving of notice or the passage of time or both), or permit the termination
of, any Contract of a type required to be listed on Schedule 2.11 to which
Seller or Shareholder is a party, or result in the creation of any Lien upon
any of the Assets or the Shareholder's Property pursuant to the terms of any
such Contract; or (iv) if the Required Consents are obtained prior to Closing,
violate any Law or Order of any Governmental Body against, or binding upon,
Seller or upon its Assets or Shareholder's Property.

- 5 -
<PAGE> 10
SECTION 2.4 CHARTER DOCUMENTS AND CORPORATE RECORDS. Seller has
heretofore delivered to BearCom true and complete copies of the Articles of
Incorporation and Bylaws, or comparable instruments, of Seller as in effect on
the date hereof.

SECTION 2.5 TITLE. Except as set forth on Schedule 2.5, Seller
has good and valid record and marketable title to, and has the full right to
sell, convey, transfer, assign and deliver to Purchaser, all of the Assets free
and clear of any Liens of any kind or nature, and there are no filings in any
registry of deeds in any jurisdiction or under any Uniform Commercial Code or
any similar statute in any jurisdiction showing Seller as debtor, which create
or perfect or which purport to create or perfect any Lien on any of the Assets.
The Assets are all of the assets that are necessary for Purchaser to operate
the Business of Seller in the manner Seller has been operating it.

SECTION 2.6 FINANCIAL INFORMATION. Seller has previously
furnished to BearCom true and complete copies of (i) Seller's audited financial
statement at and for the calendar years ended December 31, 1996 (the "1996
Financial Statement") and Seller's unaudited financial statement at and for the
calendar year ended December 31, 1995 (the "1995 Financial Statement")
(collectively the "Annual Statements"), (ii) Seller's unaudited financial
statements at and for each calendar month during 1997 and through December 31,
1997 (the "Interim Statements"), and (iii) all management letters and attorney
audit response letters issued in connection with Seller's financial statements
for each of the periods comprising the Annual Statements and Interim
Statements. The Annual Statements and Interim Statements have been prepared in
accordance with GAAP consistently applied as set forth in the notes thereto
(except, with respect to the 1995 Financial Statement and the Interim
Statements, as regards footnote disclosure and normal year end adjustments) and
the 1996 Financial Statement was audited by Seller's regularly engaged
certified public accountants. Each Annual Statement and Interim Statement
presents fairly the financial position of Seller as of its date, and its
earnings, changes in stockholders' equity and cash flow for the periods then
ended. Each delivered balance sheet included within the Annual Statements and
the Interim Statements fully sets forth all Assets and Liabilities of Seller
existing as of its date which, under GAAP, should be set forth therein, and
each delivered statement of earnings included within the Annual Statements and
the Interim Statements sets forth the items of income and expense of Seller
which should appear therein under GAAP. All financial and accounting books,
ledgers, accounts and official and other records relating to Seller have been
properly and accurately kept and completed in all material respects. All
allowances and reserves shown in the Annual Statements and the Interim
Statements are appropriate, reasonable and sufficient to provide for expenses
and losses thereby contemplated including the reserve for all Taxes payable.
Seller is not liable upon or with respect to, or obligated to provide funds in
respect of or under any guarantee. Except as identified on Schedule 2.6,
Seller does not know of any basis for the assertion of any other Claims or
Liabilities of any nature or in any amount which could have a MATERIAL ADVERSE
EFFECT on Seller, the Assets or Business. There were not any material items of
revenue or expense which were unusual or of a nonrecurring nature reflected in
the Annual Statements or the Interim Statements.

SECTION 2.7 LIABILITIES. Except as and to the extent reflected
in the interim balance sheet of Seller (the "Latest Balance Sheet") at December
31, 1997 (the "Latest Balance Sheet Date") referred to in Section 2.6, or as
described in Schedule 2.7, Seller did not have, as of the Latest Balance Sheet
Date, any material Liabilities or obligations (other than obligations of
continued performance under Contracts and other commitments and arrangements
entered into in the ordinary course of business). Except as described in
Schedule 2.7, and except for current Liabilities for trade or business
obligations incurred in the ordinary course of the Business of Seller,
consistent with past practice, and Liabilities reflected on any balance sheet
included in the Interim Statements, since the Latest Balance Sheet Date (i)
there has been no material adverse change

- 6 -
<PAGE> 11
in the Assets, Liabilities, Business condition or prospects of Seller; (ii)
except as otherwise disclosed herein, no factor exists or is threatened which
could reasonably be expected to cause such a material adverse change in the
future; and (iii) no dividends or other distributions have been made upon any
shares of capital stock of Seller nor have any shares of capital stock of
Seller been redeemed, retired, purchased or acquired for value by Seller.

SECTION 2.8 SELLER RECEIVABLES. Schedule 2.8 sets forth a true
and complete list of Receivables as of the date hereof. Except as set forth in
Schedule 2.8, to the knowledge of Seller, all Receivables of Seller are valid
and enforceable claims, constitute bona fide Receivables resulting from the
sale of goods and services in the ordinary course of the Business of Seller,
are not subject to any defenses, offsets, returns, allowances or credits of any
kind, and are collectible, subject to reserves for bad debt, as adjusted from
time to time in the ordinary course of business. Except as set forth on
Schedule 2.8, none of the obligors of the Receivable have given notice that
they will or may refuse to pay the full amount thereof or any portion thereof.

SECTION 2.9 ABSENCE OF CERTAIN CHANGES. Since the Latest Balance
Sheet Date, except as set forth in Schedule 2.9, Seller has conducted its
Business in the ordinary course consistent with past practices and there has
not been: (i) any material adverse change in the Assets; (ii) any material
damage, destruction or other casualty loss, condemnation or other taking
affecting the Assets to the extent material to Seller; or (iii) any change in
any method of accounting or accounting practice by Seller. Except as described
on Schedule 2.9, since December 31, 1997, Seller has not (i) declared, paid or
set aside for payment any dividend or distribution to the 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 of Seller or its
Affiliates other than in accordance with past established practices or (v) paid
any management or consulting fee or any other amounts to any Shareholder or any
other person related to or affiliated with Seller or any Shareholder.

SECTION 2.10 SHAREHOLDER'S PROPERTY AND SELLER'S PROPERTY.

(a) Schedule 2.10A sets forth a list and description of
all real property owned by Seller (the "Seller's Property"), which Seller's
Property and Shareholder's Property constitute all of the real property owned,
used or occupied by Seller.

(b) Seller has good and marketable title to (or valid
leasehold interest in) all Assets and Seller's Property, free and clear of all
Liens except as disclosed in Schedule 2.5 or 2.10B and Shareholder has good and
marketable title to Shareholder's Property, free and clear of all liens except
as described in Schedule 2.5 or 2.10B.

(c) All of the fixed Assets owned or leased by Seller are
in good condition and repair, fit for their intended use in the ordinary course
of business, and to the knowledge of Seller and Shareholder conform in all
respects with all applicable Laws and to the knowledge of Seller and
Shareholder, there are no known latent defects therein.

(d) Parties in Possession. There are no adverse or other
parties in possession of the Seller's Property or Shareholder's Property, or of
any part thereof, except for Seller's possession of Shareholder's Property.

- 7 -
<PAGE> 12
(e) Governmental Requirements to Correct Property
Condition. Seller has not received written notice from any Governmental
Authority requiring Seller to correct any condition with respect to the
Seller's Property and Shareholder has not received written notice from any
Governmental Authority requiring Shareholder to correct any condition with
respect to the Shareholder's Property.

(f) Condemnation. Neither Seller nor Shareholder has
received written notice of any pending condemnation action with respect to all
or any portion of the Seller's Property or the Shareholder's Property and to
Seller's and/or Shareholder's knowledge there are no existing condemnation or
other legal proceedings affecting the existing use of the Seller's Property or
Shareholder's Property by any Governmental Authority having jurisdiction over
or affecting all or any part of Seller's Property or the Shareholder's
Property.

(g) Utility Assessments. To Seller's and/or
Shareholder's knowledge there are no unpaid assessments for sewers, water,
paving, electrical power or otherwise affecting the Seller's Property or
Shareholder's Property and, to Seller's and/or Shareholder's knowledge, no such
assessments are threatened.

(h) Material Adverse Effect on Use. To Seller's and/or
Shareholder's knowledge there are no circumstances existing that would
materially adversely affect the use or value of Seller's Property or
Shareholder's Property for its existing use which have not been disclosed in
this Agreement or the Schedules.

SECTION 2.11 CONTRACTS.

(a) Schedule 2.11 sets forth a list of (i) all Contracts
to which Seller is a party or by which it or its Assets are bound or subject,
except for Contracts relating solely to the purchase or sale of property or
services by Seller in the ordinary course of the Business of Seller which
require Seller to make or receive payments not in excess of $25,000; and (ii)
all material Contracts affecting Shareholder's Property.

(b) All Contracts listed on Schedule 2.11 are valid,
existing, in full force and effect and binding upon Seller and/or Shareholder,
as the case may be and, to the knowledge of Seller or Shareholder, the other
parties thereto in accordance with their terms. Neither Seller nor Shareholder
is in default under any such Contract in any material respect, nor, to the
knowledge of Seller, is any other party thereto in default thereunder in any
material respect, nor does any condition exist which is known to Seller that,
with the passage of time, would result in a default thereunder. Since the
Latest Balance Sheet Date, except as disclosed on Schedule 2.11, Seller has not
waived any material right under any such Contract, materially amended any such
Contract or terminated or failed to renew any such Contract, except in the
ordinary course of the Business of Seller.

SECTION 2.12 INVENTORIES. Schedule 2.12 sets forth a true and
complete list of Inventory by category as of the date hereof. All Inventory is
in good and merchantable condition and is not obsolete or defective. The
Inventory is properly recorded on the Annual Statements and the Interim
Statements at the lower of cost (first in first out) or market in accordance
with GAAP.

SECTION 2.13 INTANGIBLE PROPERTY. Schedule 2.13 sets forth a list of
all registered patents, trademarks, trade names, copyrights, intellectual
properties or service marks owned by or registered in the name of Seller or, to
the extent used in the Business of Seller, all applications for any of the
foregoing, and all permits, grants, licenses and other rights running to or
from Seller, to the extent used in the Business of Seller (the "Seller
Intellectual Property Rights"). Seller has not been notified by any third
party that the Seller Intellectual Property Rights infringe upon or conflict
with the rights or intellectual property of third parties. Except as set forth
on Schedule 2.13, there are no outstanding Liens, licenses or agreements of any
kind

- 8 -
<PAGE> 13
relating to the Seller Intellectual Property Rights, nor is Seller bound by or
party to any options, licenses or agreements of any kind with respect to the
patents, trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information, proprietary rights and processes of any other person or
entity. To the knowledge of Seller, Seller has full title and ownership of all
Seller Intellectual Property Rights without any conflict with or infringement
of the rights of others. To the knowledge of Seller, Seller has not infringed
or violated in any way any valid patent, trademark, trade name, copyright
intellectual property rights or service marks owned or registered by others,
nor has Seller received any notice, claim or protest respecting any such
violation or infringement.

SECTION 2.14 CLAIMS AND PROCEEDINGS. Except as set forth on Schedule
2.14, there are no outstanding Orders of any Governmental Body against or
involving Seller, the Assets or Shareholder's Property. Except as set forth on
Schedule 2.14, there are no actions, suits, claims or counterclaims or legal,
administrative or arbitral proceedings or investigations (collectively,
"Claims"), pending or, to the knowledge of Seller or Shareholder, threatened
against Seller, any of the Assets, or Shareholder's Property. Except as set
forth on Schedule 2.14, to the knowledge of Seller or Shareholder, there is no
fact, event or circumstance that would give rise to any material Claim against
any of the Assets or Shareholder's Property.

SECTION 2.15 TAXES. Except as set forth on Schedule 2.15: (i) Seller
has timely filed all Tax Returns required to be filed by it on or before the
date hereof; (ii) Seller has paid to the appropriate Tax Authority or has
established, in accordance with GAAP and consistent with past practice,
accruals that are reflected on the Latest Balance Sheet for the payment of, all
Taxes payable by Seller for all taxable periods ending on or before the date
hereof; (iii) no extension of time has been requested or granted for Seller to
file any Tax Return that has not yet been filed or to pay any Tax that has not
yet been paid; and there are no Tax Liens on or pending against Seller.

SECTION 2.16 EMPLOYEE RELATED MATTERS.

(a) Schedule 2.16 contains a true and correct list of all
directors, employees and consultants of Seller together with positions, annual
salaries and other compensation. Schedule 2.16 also contains a list of all
existing employment agreements which are not terminable at will or upon no
greater than sixty (60) days notice, severance arrangements, material accrued
vacation benefits or retiree benefits of any current or former director,
officer, employee or consultant. Except as set forth on such Schedule, the
employment or consulting arrangement of all such persons is terminable at will
or upon not greater than sixty (60) days notice.

(b) Except as provided on Schedule 2.16, Seller 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
officers, employee or agent. Seller does not have knowledge of any facts which
would indicate that any employee of Seller will not remain employed by
Purchaser on a basis no less favorable than that upon which such employee is
currently employed by Seller.

(c) Except as set forth in Schedule 2.16, (a) Seller is
not a party to any Contract with any labor organization or other representative
of its employees; (b) there is no unfair labor practice charge or complaint
pending or, to the knowledge of Seller, threatened against Seller; (c) Seller
has not experienced any labor strike, slowdown, work stoppage or similar
material labor controversy within the past three years and, to Seller's
knowledge, none are threatened; (d) no representation question has been raised
respecting Seller's employees working within the past three years, nor, to the
knowledge of Seller, are there any campaigns being conducted to solicit
authorization from Seller's employees to be represented by any labor
organization; (e) no Claim before any Governmental Body brought by or on behalf
of any employee, prospective employee, former employee, retiree, labor
organization or other representative of Seller's

- 9 -
<PAGE> 14
employees is pending or, to the knowledge of Seller, threatened against Seller;
(f) Seller is not a party to, or otherwise bound by, any Order relating to its
employees or employment practices; and (g) except with respect to ongoing
disputes of a routine nature involving immaterial amounts, Seller has paid in
full to all of its employees all wages, salaries, commissions, bonuses,
benefits and other compensation due and payable to such employees.

SECTION 2.17 INSURANCE. Schedule 2.17 sets forth a list of all
insurance policies (the "Insurance Policies") covering the Assets and
Shareholder's Property. There is no Claim by Seller or Shareholder pending
under any of such Insurance Policies as to which coverage has been questioned,
denied or disputed by the underwriters of such Insurance Policies or
requirement by any insurer to perform work which has not been satisfied. All
premiums due and payable under all Insurance Policies have been paid, and
Seller and Shareholder are otherwise in compliance in all material respects
with the terms and conditions of all such Insurance Policies. All Insurance
Policies are in full force and effect. No premiums are payable under Insurance
Policies in respect of insurance provided for periods prior to the date hereof.

SECTION 2.18 COMPLIANCE WITH LAWS. Neither Seller nor Shareholder is
in violation of nor has Seller or Shareholder been within the past three (3)
years in violation of any order, judgments, injunctions, awards, citations,
decrees, consent decrees or writs (collectively, "Orders") applicable to Seller
or Shareholder's Property, or any law, statute, code, ordinance, rule,
regulation or other requirement, (collectively, "Laws"), of any federal, state
or local government or political subdivision thereof, or any court or
arbitrator (collectively, "Governmental Bodies") affecting its Assets or
Shareholder's Property, which have had, or could have a materially adverse
affect on the Assets or Shareholder's Property. Seller has maintained all
employee benefits plans and other similar employee benefit arrangements, if
any, in accordance with all applicable Laws, including the Code and ERISA and
has timely filed with all applicable regulatory authorities, all applicable
reports and returns required to be filed by or with respect any of its employee
benefit plans and other employee arrangements.

SECTION 2.19 LICENSES. Seller has obtained or applied for all
material licenses, permits, certificates of occupancy, orders, authorizations
and approvals of (collectively, "Licenses") and has made all required
registrations and filings with any Governmental Bodies that are material to the
conduct of its business. Except as set forth on Schedule 2.19, no License will
terminate by reason of the Contemplated Transactions.

SECTION 2.20 ENVIRONMENTAL MATTERS.

(a) To the knowledge of Seller, except as set forth in
Schedule 2.20, there has been no material manufacture, refining, storage,
transport, disposal or treatment of Hazardous Substances by Seller, or any
Release at, on or under Seller's Property by Seller, or, to the knowledge of
Seller, by any other person, in violation of any Environmental Law or which
would require remedial action under any Environmental Law.

(b) To the knowledge of Shareholder, there has been no
material manufacture, refining, storage, transport, disposal or treatment of
hazardous substances by Shareholder or any release at, on or under the
Shareholder's Property by Seller, or, to the knowledge of Shareholder by any
other person in violation of any environmental law or would require immediate
action or any environmental law.

- 10 -
<PAGE> 15
(c) Seller has not received any written (i) notice of any
violation with respect to any Environmental Law, or (ii) notice of any prior,
pending or threatened Regulatory Action or other Claim involving Seller or any
present or former owner, lessee or operator of the Seller's Property or
Shareholder's Property

(d) Seller has not received any written (1) notice of
violation with respect to any environmental law or (2) notice of any prior,
pending or threatened regulatory action or other claim involving Seller,
Shareholder or any present or former owner, lessee or operator of the Seller's
Property or Shareholder's Property.

SECTION 2.21 FINDERS FEES. There is no investment banker, broker,
finder or other intermediary which has been retained by or is authorized to act
on behalf of Seller or Shareholder who might be entitled to any fee or
commission from Seller or Shareholder upon consummation of the Contemplated
Transactions.

SECTION 2.22 FEES, COMMISSIONS AND ROYALTIES. Seller has no
relationships with any distributor, agent, employee or other representative
anywhere in the world which is entitled to fees, commissions, royalties or any
other payments as a result of the sale of Seller's securities, products,
services, or pursuant to its Business, except as disclosed on Schedule 2.22.

SECTION 2.23 RELATED PARTIES. Except as set forth on Schedule 2.23,
no Shareholder, director or officer of Seller, 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, Seller or its Affiliates, or individually or through an entity,
directly or indirectly, has an ownership interest in a wireless communications
business.

SECTION 2.24 SUPPLIERS. Neither Seller nor Shareholder has received
notice that any supplier of Seller or any other party that does business with
Seller will cease or refuse to do business with Purchaser after the
consummation of the Contemplated Transactions consistent with past practices.
Neither Seller nor any Shareholder has received notice of any material
disruption (including delayed deliveries or allocations by suppliers or service
providers) in the availability of the products sold by Seller nor has Seller or
any Shareholder received notice of any facts which could lead them to believe
that Purchaser will be subject to any such material disruption. Neither Seller
nor Shareholder has received notice of any condition (financial or otherwise)
affecting any supplier or any other party that does business with Seller that
will or could be reasonably expected to reduce such parties ability to continue
to do business with Purchaser, consistent with past practices.

SECTION 2.25 CUSTOMERS. Neither Seller nor Shareholder has received
notice of or has received any information that any customer of Seller would
cease or refuse to do business with Purchaser after consummation of the
Contemplated Transactions, consistent with past practices.

SECTION 2.26 DISCLOSURE. Neither this Agreement, nor the Schedules
hereto, nor any audited or unaudited financial statements, documents or
certificates furnished or to be furnished to BearCom or Newco by or on behalf
of Seller or any Shareholder pursuant to this Agreement, contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained herein or therein, in light of the
circumstances in which they were made, not misleading. Notwithstanding any
right of BearCom or Newco to fully investigate the affairs of Seller nor any
knowledge of facts determined or determinable by BearCom or Newco pursuant to
such investigation, BearCom and Newco have the right to rely fully upon the
representations, warranties, covenants and agreements of Seller contained
herein or listed or disclosed on any Schedule hereto or in any instrument
delivered in connection herewith or any of the foregoing.

- 11 -
<PAGE> 16
ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF BEARCOM AND NEWCO

BearCom and Newco, jointly and severally, represent and warrant to
Seller and Shareholder as of the date of this Agreement that:

SECTION 3.1 AUTHORITY RELATIVE TO THIS AGREEMENT. Each of
BearCom and Newco has full power, capacity and authority to execute and deliver
this Agreement and each other Transaction Document to which it is a party and
to consummate the Contemplated Transactions. The execution and delivery of
this Agreement and the consummation of the Contemplated Transactions to which
BearCom or Newco is a party have been duly and validly authorized by BearCom or
Newco, as appropriate, and no other proceedings on the part of BearCom or
Newco, are necessary to authorize the execution and delivery by BearCom and
Newco of this Agreement or the consummation of the Contemplated Transactions to
which BearCom and Newco are parties. This Agreement and the other Transaction
Documents to which BearCom or Newco is a party have been duly and validly
executed and delivered by BearCom or Newco, as appropriate, and (assuming the
valid execution and delivery thereof by the other parties thereto) constitute
the legal, valid and binding agreements of BearCom and Newco enforceable
against BearCom and Newco in accordance with their respective terms.

SECTION 3.2 NO CONFLICTS; CONSENTS. Neither the execution,
delivery and performance by each of BearCom and Newco of this Agreement and
each other Transaction Document to which it is a party nor the consummation of
the Contemplated Transactions to which it is a party, will (i) violate any
provision of the Articles of Incorporation or By- laws (or comparable
instruments) of BearCom or Newco; (ii) require BearCom or Newco to obtain any
consent, approval or action of or waiver from, or make any filing with, or give
any notice to, any Governmental Body or any other person (the "BearCom Required
Consents"); (iii) if the BearCom Required Consents are obtained prior to
Closing, violate, conflict with or result in a breach or default under (after
the giving of notice or the passage of time or both), or permit the termination
of, any Contract to which BearCom or Newco is a party or by which any of them
or any of their assets may be bound or subject, or result in the creation of
any Lien upon the BearCom shares or upon any of the assets of BearCom or Newco
pursuant to the terms of any such Contract; or (iv) if the BearCom Required
Consents are obtained prior to Closing, violate any Law or Order of any
Governmental Body against, or binding upon BearCom or Newco or upon the Assets
or Business of BearCom or Newco.

SECTION 3.3 CORPORATE EXISTENCE AND POWER. Each of BearCom and
Newco is a corporation duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation, and has all requisite
corporate power and authority required to carry on its business and to own and
lease the properties it owns and leases as now conducted. Each of BearCom and
Newco is duly qualified to do business as a foreign corporation and is in good
standing in each jurisdiction where the character of the property owned or
leased by it or the nature of its activities makes such qualification
necessary, except for those jurisdictions where the failure to be so qualified
would not, individually or in the aggregate, have a MATERIAL ADVERSE EFFECT on
its business, assets, financial condition, prospects or results of operations.

SECTION 3.4 CHARTER DOCUMENTS AND CORPORATE RECORDS. BearCom and
Newco have heretofore delivered to Seller true and complete copies of the
Articles of Incorporation and Bylaws, or comparable

- 12 -
<PAGE> 17
instruments, of each of BearCom and Newco as in effect on the date hereof.
Newco was formed under Delaware law on March 25, 1998, and has no material
assets or liabilities and has not entered into any Contracts other than the
Agreement and the Related Transactions.

SECTION 3.5 FINANCIAL INFORMATION. BearCom and Newco have
previously furnished to Seller true and complete copies of (i) BearCom's
audited financial statements at and for the fiscal years ended April 30, 1996,
1995 and 1994 (the "BearCom Annual Statements"), (ii) BearCom's unaudited
financial statements at and for each calendar month during 1997 through
December 31, 1997 (the "BearCom Interim Statements") and (iii) all management
letters and attorney audit response letters issued in connection with BearCom's
financial statements for each of the periods comprising the BearCom Annual
Statements and the BearCom Interim Statements. The BearCom Annual Statements
and the BearCom Interim Statements have been prepared in accordance with GAAP
consistently applied as set forth in the notes thereto (except, with respect to
the BearCom Interim Statements, as regards footnote disclosure and normal year
end adjustments). Each BearCom Annual Statement and BearCom Interim Statement
presents fairly the financial position of BearCom as of its date and its
earnings, changes in stockholders' equity and cash flow for the periods then
ended. Each delivered balance sheet included within the BearCom Annual
Statement and BearCom Interim Statement fully sets forth all assets and
Liabilities of BearCom, existing as of its date which, under GAAP, should be
set forth therein, and each delivered statement of earnings included within the
BearCom Annual Statement and BearCom Interim Statement sets forth the items of
income and expense of BearCom, which should appear therein under GAAP. All
financial and accounting books, ledgers, accounts and official and other
records relating to BearCom have been properly and accurately kept and
completed in all material respects.

SECTION 3.6 LIABILITIES. Except as and to the extent reflected
in the interim balance sheet of BearCom (the "Latest BearCom Balance Sheet") at
December 31, 1997 (the "Latest BearCom Balance Sheet Date") referred to in
Section 3.5, BearCom did not have, as of the Latest BearCom Balance Sheet Date,
any material Liabilities or obligations (other than obligations of continued
performance under Contracts and other commitments and arrangements entered into
in the ordinary course of business). Except for current Liabilities for trade
or business obligations incurred in the ordinary course of the business of
BearCom, consistent with past practice, and Liabilities reflected on any
balance sheet included in the BearCom Interim Statements, since the Latest
BearCom Balance Sheet Date (i) there has been no material adverse change in the
assets, Liabilities, Business, condition or prospects of BearCom or Newco,
financial or otherwise, (ii) no factor or condition exists or is contemplated
or threatened, which could reasonably be expected to cause such a material
adverse change in the future, and (iii) no dividends or other distributions
have been made upon any shares of capital stock of BearCom or Newco nor have
any shares of capital stock of either BearCom or Newco been redeemed, retired,
purchased or acquired for value by either of them.

SECTION 3.7 ABSENCE OF CERTAIN CHANGES. Since the Latest BearCom
Balance Sheet Date, each of BearCom and Newco has conducted its Business in the
ordinary course consistent with past practices and there has not been: (i) any
material adverse change in the condition of the Business of BearCom, or any
event, occurrence or circumstance that could reasonably be expected to cause
such a material adverse change; (ii) any material damage, destruction or other
casualty loss (not covered by insurance), condemnation or other taking
affecting the assets of BearCom or Newco; (iii) any change in any method of
accounting or accounting practice.

SECTION 3.8 CLAIMS AND PROCEEDINGS. There are no outstanding
Orders of any Governmental Body against or involving BearCom or Newco or the
Business of BearCom or Newco. There are no Claims (whether or not covered by
insurance), pending or, to the knowledge of BearCom or Newco, threatened on the
date hereof, against or involving BearCom or Newco, any of BearCom or Newco's
assets or the Business of BearCom or Newco. To the knowledge of BearCom and
Newco, there is no fact, event or circumstance that would give rise to any
material uninsured Claim.

- 13 -
<PAGE> 18
SECTION 3.9 TAXES. BearCom and Newco have timely filed all Tax
Returns required to be filed by them on or before the date hereof. BearCom and
Newco have paid to the appropriate Tax Authorities or have established, in
accordance with GAAP and consistent with past practice, accruals that are
reflected on the Latest BearCom Balance Sheets for the payment of, all Taxes
owing from BearCom or Newco for all taxable periods ending on or before the
date hereof; (iii) no extension of time has been requested or granted for
BearCom or Newco to file any Tax Return that has not yet been filed or to pay
any Tax that has not yet been paid.

SECTION 3.10 COMPLIANCE WITH LAWS. To the knowledge and belief of
BearCom and Newco, neither BearCom nor Newco is in material violation of any
one or more Orders or Laws applicable to BearCom or Newco, by or of any
Governmental Bodies, affecting either BearCom's or Newco's Assets or Business.

SECTION 3.11 LICENSES. Each of BearCom and Newco has obtained or
applied for all material Licenses and have made all required registrations and
filings with any Governmental Bodies that are material to the conduct of their
respective businesses. No proceeding is pending or, to the knowledge of
BearCom or Newco, threatened to revoke or limit any License. No License will
terminate by reason of the Contemplated Transactions.

SECTION 3.12 ENVIRONMENTAL MATTERS.

(a) To the knowledge of BearCom and Newco, there has been
no manufacture, refining, storage, transport, disposal or treatment of
Hazardous Substances by BearCom or Newco, or any Release at, on or under any
real property owned or occupied by BearCom or Newco, or to the knowledge of
BearCom or Newco, by any other person, in violation of any Environmental Law or
which would require remedial action under any Environmental Law.

(b) Neither BearCom nor Newco has received any written
(i) notice of any violation with respect to any Environmental Law, or (ii)
notice of any prior, pending or threatened Regulatory Action or other Claim
involving BearCom or Newco or any present or former owner, lessee or operator
of any real property owned or occupied by BearCom or Newco.

SECTION 3.13 FINDERS FEES. There is no investment banker, broker,
finder or other intermediary which has been retained by or is authorized to act
on behalf of BearCom or Newco who might be entitled to any fee or commission
from BearCom or Newco upon consummation of the Contemplated Transactions.

SECTION 3.14 DISCLOSURE. Neither this Agreement, nor any audited or
unaudited financial statements, documents or certificates furnished or to be
furnished to Seller by or on behalf of BearCom or Newco pursuant to this
Agreement contains any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements contained herein or
therein, in light of the circumstances in which they were made, not misleading,
the result of which would adversely affect Newco's and BearCom's ability to
perform their respective obligations under this Agreement or any Transaction
Document. Notwithstanding any right of Seller to fully investigate the affairs
of BearCom and Newco nor any knowledge of facts determined or determinable by
Seller pursuant to such investigation, Seller has the right to rely fully upon
the representations, warranties, covenants and agreements of BearCom and Newco
contained herein or in any instrument delivered in connection herewith or any
of the foregoing.

- 14 -
<PAGE> 19
ARTICLE 4

COVENANTS AND AGREEMENTS OF SELLER AND SHAREHOLDER

SECTION 4.1 CONFIDENTIALITY. Each of Seller and Shareholder
shall hold in strict confidence, and shall use its/his best efforts to cause
all its Representatives to hold in strict confidence, unless compelled to
disclose by judicial or administrative process, or by other requirements of
law, all information concerning BearCom, Newco or the BearCom shareholders
which it has obtained from BearCom, Newco, the BearCom shareholders or their
Representatives prior to, on or after the date hereof in connection with the
Contemplated Transactions, and Seller shall not use or disclose to others, or
permit the use of or disclosure of, any such information so obtained except in
furtherance of the Contemplated Transactions, and will not release or disclose
such information to any other person, except to its Representatives who need to
know such information in connection with this Agreement and who shall be
advised of the provisions of this Section 4.1. The foregoing provision shall
not apply to any such information to the extent (i) known by Seller or any
Shareholder prior to the date such information was provided to such party in
connection with the Contemplated Transactions, (ii) made known to Seller or any
Shareholder from a third party not in breach of any confidentiality
requirement, or (iii) made public through no fault of Seller or any
Shareholder, or any of their Representatives. Under no circumstances shall
Seller or any Shareholder use information of the type described in this
provision for the purpose of contacting, soliciting, or doing business with any
of BearCom's or Newco's customers.

ARTICLE 5

COVENANTS AND AGREEMENTS OF PURCHASER

SECTION 5.1 CONFIDENTIALITY. Each of BearCom and Newco shall
hold in strict confidence, and shall use its best efforts to cause all its
Representatives to hold in strict confidence, unless compelled to disclose by
judicial or administrative process, or by other requirements of law, all
information concerning Seller which it has obtained from Seller or its
Representatives prior to, on or after the date hereof in connection with the
Contemplated Transactions, and neither BearCom nor Newco shall use or disclose
to others, or permit the use of or disclosure of, any such information so
obtained except in furtherance of the Contemplated Transactions, and will not
release or disclose such information to any other person, except to its
Representatives who need to know such information in connection with this
Agreement and who shall be advised of the provisions of this Section 5.1. The
foregoing provision shall not apply to any such information to the extent (i)
known by BearCom or Newco prior to the date such information was provided to
such party in connection with the Contemplated Transactions, (ii) made known to
BearCom or Newco from a third party not in breach of any confidentiality
requirement, or (iii) made public through no fault of BearCom, Newco, any of
their Representatives, or any BearCom shareholder. Under no circumstances
shall BearCom, Newco, any BearCom shareholder, or any Affiliate of BearCom or
Newco use information of the type described in this provision for the purpose
of contacting, soliciting, or doing business with any of Seller's customers.
BearCom and Newco hereby covenant and agree that for a two (2) year period
commencing on the date hereof, neither BearCom nor Newco nor any Affiliate of
either of them will directly or indirectly in any manner whatsoever, solicit,
contact, communicate with or attempt to contact or communicate with, employ,
engage, or offer to employ or engage,

- 15 -
<PAGE> 20
discuss or negotiate with any person regarding the employment or engagement of,
or otherwise utilize or attempt to utilize any of the talents, skills or
services of, any current or former officer, director, employee, consultant,
agent and other person associated and/or affiliated with Seller, irrespective
of who initiates contact. The foregoing restrictions shall not prohibit
Purchaser's contact with any such person which is solely related to Purchaser's
review of the Business of Seller pursuant to the terms of this Agreement;
provided that such contact is conducted in the ordinary course of business with
the prior written approval of Seller. The provisions of this Section shall not
survive the Closing.

ARTICLE 6

DELIVERY OF CLOSING DOCUMENTS

SECTION 6.1 DELIVERY OF CLOSING DOCUMENTS BY BEARCOM AND NEWCO.
Simultaneously herewith, the following documents have been delivered to Seller:

(a) A certificate, dated the Closing Date, of the Chairman,
President or any Vice President or any Secretary or Assistant Secretary of each
of BearCom and Newco confirming that the representations and warranties of each
of BearCom and Newco contained in this Agreement and in any certificate or
other writing delivered by each of BearCom and Newco pursuant hereto is true in
all material respects at and as of the Closing Date.

(b) A certificate, dated the Closing Date, of the Secretary or
Assistant Secretary of each of BearCom and Newco certifying, among other
things, that attached or appended to such certificate (A) is a true and correct
copy of its Articles of Incorporation and all amendments if any thereto as of
the date thereof; (B) is a true and correct copy of its By-laws as of the date
hereof, (C) is a true and correct copy of all corporate actions taken by it,
including resolutions of its board of directors authorizing the execution,
delivery and performance of this Agreement, and each other document to be
delivered by such party pursuant hereto; and (D) are the names and signatures
of its duly elected or appointed officers who are authorized to execute and
deliver this Agreement and any certificate, document or other instrument in
connection herewith.

(d) A signed opinion of Purchaser's counsel, dated the Closing
Date and addressed to Seller, substantially in the form of opinion annexed as
Exhibit B hereto.

(e) Copies of all BearCom Required Consents.

SECTION 6.2 DELIVERY OF CLOSING DOCUMENTS BY SELLER AND
SHAREHOLDER. Simultaneously herewith, the following documents have been
delivered to Bearcom and Purchaser:

(a) A certificate dated the Closing Date of the President or any
Vice President or any Secretary or Assistant Secretary of Seller confirming
that the representations and warranties of Seller and Shareholder contained in
this Agreement and in any certificate or other writing delivered by Seller and
Shareholder pursuant hereto are true in all material respects at and as of the
Closing Date as if made at and as of such time.

- 16 -
<PAGE> 21
(b) A certificate, dated the Closing Date, of the Secretary or
Assistant Secretary of Seller certifying, among other things, that attached or
appended to such certificate (A) is a true and correct copy of its Articles of
Incorporation and all amendments if any thereto as of the date thereof; (B) is
a true and correct copy of its By-laws as of the date hereof, (C) is a true
copy of all corporate actions taken by it, including resolutions of its board
of directors authorizing the execution, delivery and performance of this
Agreement, and each other document to be delivered by such party pursuant
hereto; and (D) are the names and signatures of its duly elected or appointed
officers who are authorized to execute and deliver this Agreement and any
certificate, document or other instrument in connection herewith.

(d) A signed opinion of Seller's counsel, dated the Closing Date,
addressed to BearCom and Newco, substantially in the form of the opinion
annexed as Exhibit C hereto.

(e) An executed Bill of Sale in the form attached hereto as
Exhibit D.

(f) An executed General Assignment in the form attached hereto as
Exhibit E.

(g) An executed Assignment of Servicemark in the form attached
hereto as Exhibit F.

(h) BearCom, Newco and Shareholder shall have executed an
Employment Agreement in the form attached as Exhibit A hereto.

(i) Seller'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 Seller and that it has
no reason to believe that the Annual Statements and the Interim Statements do
not fairly present the operating results of Seller for the periods set forth
therein.

(j) Satisfactory documentation reflecting an amendment to the
Articles of Incorporation of Seller evidencing a change of its registered name
to a name reasonably acceptable to Purchaser.

(k) A special warranty deed from Shareholder to Purchaser
conveying Shareholder's Property subject only to those liens, claims and
encumbrances approved by Purchaser.

(l) A special warranty deed from Seller to Purchaser transferring
title to Seller's Property subject only to those liens, claims, and
encumbrances approved by Purchaser.

(m) An affidavit in compliance with Section 1445 of the Internal
Revenue Code of 1986, as amended, and any regulations promulgated thereunder,
stating under penalty of perjury the Seller's United States identification
number and the Shareholder's social security numbers and providing the Seller
and Shareholder are not foreign persons as that term is define in Section 1445,
duly executed and acknowledged by Seller and Shareholder, respectively.

(n) The commitment of the title company to issue an Owner's Title
Policy to Purchaser for each of the Shareholder's Property and Seller's
Property with the cost of the full premiums of both title policies to be paid
by Purchaser.

(o) Any and all items reasonably requested by the title company as
administrative requirements for consummating the closing.

- 17 -
<PAGE> 22
ARTICLE 7

INDEMNIFICATION

SECTION 7.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

(a) Notwithstanding any right of BearCom or Newco fully
to investigate the affairs of Seller and notwithstanding any knowledge of facts
determined or determinable by BearCom or Newco pursuant to such investigation
or right of investigation, BearCom and Newco have the right to rely fully upon
the representations, warranties, covenants and agreements of Seller contained
in this Agreement, or listed or disclosed on any Schedule hereto, as the same
may be modified by any certificate delivered by Seller on or before Closing and
approved by BearCom or Newco, or in any instrument delivered in connection with
or pursuant to any of the foregoing. All such representations, warranties,
covenants and agreements shall survive the execution and delivery of this
Agreement and the Closing hereunder. Notwithstanding the foregoing, all
representations and warranties of Seller contained in this Agreement, on any
Schedule hereto or in any instrument delivered in connection with or pursuant
to this Agreement, and the indemnification obligations of Seller in respect of
the matters specified in clauses (i) and (ii) of Section 7.2, shall terminate
and expire at the end of the twenty-four (24) month period specified in Section
1.6 hereof; provided, however, that the liability of Seller shall not terminate
as to any specific claim or claims of the type referred to in Section 7.2
hereof, whether or not fixed as to liability or liquidated as to amount, with
respect to which Seller has been given specific notice on or prior to the date
on which such liabilities would otherwise terminate pursuant to the terms of
this Section 7.1. Notwithstanding the foregoing, Seller acknowledges that its
obligation to indemnify Purchaser with respect to any Retained Liabilities
shall survive the Closing until the expiration of any applicable statute of
limitations with respect thereto, and such obligation shall not be affected by
the expiration of any representation and warranty of Seller under this Section
7.1(a).

(b) Notwithstanding any right of Seller and Shareholder
fully to investigate the affairs of BearCom and Newco and notwithstanding any
knowledge of facts determined or determinable by Seller or Shareholder pursuant
to such investigation or right of investigation, Seller and Shareholder have
the right to rely fully upon the representations, warranties, covenants and
agreements of BearCom and Newco contained in this Agreement, or listed or
disclosed on any Schedule hereto, as the same may be modified by any
certificate delivered by BearCom, Newco, or either of them on or before Closing
and approved by Seller and Shareholder, or in any instrument delivered in
connection with or pursuant to any of the foregoing. All such representations,
warranties, covenants and agreements shall survive the execution and delivery
of this Agreement and the Closing hereunder. Notwithstanding the foregoing,
all representations and warranties of BearCom and Newco contained in this
Agreement, on any Schedule hereto or in any instrument delivered in connection
with or pursuant to this Agreement, and the indemnification obligations of
BearCom and Newco in respect of the matters specified in clauses (i) and (ii)
of Section 7.3 (other than the obligations of Purchaser to pay all or any
portion of the Asset Purchase Price and Shareholder's Purchase Price
(including, without limitation, post-Closing adjustments thereto) becoming due
at or after Closing, and the covenants and agreements of Purchaser contained in
Section 1.8 hereof), shall terminate and expire at the end of the twenty-four
month period specified in Section 1.6 hereof; provided, however, that the
liability of BearCom and Newco shall not terminate as to any specific claim or
claims of the type referred to in Section 7.3 hereof, whether or not fixed as
to liability or

- 18 -
<PAGE> 23
liquidated as to amount, with respect to which BearCom or Purchaser has been
given specific notice on or prior to the date on which such liabilities would
otherwise terminate pursuant to the terms of this Section 7.1. Notwithstanding
the foregoing, BearCom and Newco acknowledge that the obligation of BearCom and
Newco to indemnify Seller with respect to any Assumed Liabilities and the
breach or default by Purchaser of its obligations to pay all or any portion of
the Asset Purchase Price or the Shareholder's Purchase Price, (including,
without limitation, post-Closing adjustments thereto) becoming due at or after
Closing, and the covenants and agreements of Purchaser contained in Section 1.8
hereof, shall survive the Closing until the expiration of any applicable
statute of limitations with respect thereto, and such obligation shall not be
affected by the expiration of any representation and warranty of BearCom or
Newco under this Section 7.1(b).

SECTION 7.2 OBLIGATION OF SELLER TO INDEMNIFY. Subject to the
provisions of Section 7.5, Seller and Shareholder, jointly and severally, agree
to indemnify, defend and hold harmless BearCom and Newco (and their respective
directors, officers, employees, Affiliates, successors and assigns) from and
against any and all Claims, losses, liabilities, damages, deficiencies,
judgments, settlements, costs of investigation or other expenses (including
interest, penalties and reasonable attorneys' fees and disbursements and
expenses incurred in enforcing this indemnification) (collectively, "Losses")
suffered or incurred by Newco or any of the foregoing persons arising out of
(i) any breach of the representations and warranties of Seller or Shareholder
contained in this Agreement or in the Schedules or any Transaction Document,
(ii) any breach of the covenants and agreements of Seller contained in this
Agreement or in the Schedules or any Transaction Document, (iii) any Retained
Liabilities, (iv) any Liability of Seller for failure to file any federal,
state, local or foreign Tax Return and any Liability for any Taxes relating to
any tax period ending on or prior to the Closing Date, (v) any Liability under
ERISA for any period prior to the Closing relating to any employee of Seller
who is not hired by Purchaser after the Closing, (vi) any Environmental
Liabilities, and (vii) any other actions or omissions of Seller prior to
Closing, resulting in a Liability to Purchaser, other than the Assumed
Liabilities, or (viii) any Liability to Purchaser in connection with any Claim
by Charles Devito arising prior to Closing.

SECTION 7.3 OBLIGATION OF BEARCOM AND NEWCO TO INDEMNIFY.
BearCom and Newco, jointly and severally, agree to indemnify, defend and hold
harmless Seller and Shareholder (and their respective directors, officers,
employees, Affiliates, successors and assigns) from and against any and all
Losses suffered or incurred by Seller, Shareholder or any of the foregoing
persons arising out of (i) any breach of the representations and warranties of
BearCom or Newco contained in this Agreement or in the Schedules or any
Transaction Document, (ii) any breach of the covenants and agreements of
BearCom or Newco contained in this Agreement or in the Schedules or any
Transaction Document, (iii) any Assumed Liabilities, and (iv) the operations of
Newco from and after the Closing Date.

SECTION 7.4 NOTICE AND OPPORTUNITY TO DEFEND THIRD PARTY CLAIMS.

(a) Promptly after receipt by any party hereto (the
"Indemnitee") of notice of any demand, claim, circumstance or Tax Audit which
would or might give rise to a claim or the commencement (or threatened
commencement) of any action, proceeding or investigation (an "Asserted
Liability") that may result in a Loss, the Indemnitee shall give prompt notice
thereof (the "Claims Notice") to the party or parties obligated to provide
indemnification pursuant to Section 7.2 or 7.3 (collectively, the "Indemnifying
Party"). The Claims Notice shall describe the Asserted Liability in reasonable
detail and shall indicate the amount (estimated, if necessary, and to the
extent feasible) of the Loss that has been or may be suffered by the
Indemnitee.

(b) Newco may elect to defend, at its own expense and
with its own counsel, any Asserted Liability against Seller or Shareholder
arising out of an Assumed Liability. If Newco elects to defend such

- 19 -
<PAGE> 24
Asserted Liability, it shall within thirty (30) days (or sooner, if the nature
of the Asserted Liability so requires) notify the Seller of its intent to do
so. If Newco elects not to defend such Asserted Liability or fails to notify
Seller or Shareholder, as the case may be, of its election as herein provided,
Seller or Shareholder as the case may be, may pay, compromise or defend such
Asserted Liability at the sole cost and expense of Newco. In all other
circumstances, each party shall be entitled to control any Asserted Liability
against it. Notwithstanding the foregoing, neither the Indemnifying Party nor
the Indemnitee may settle or compromise any claim over the reasonable written
objection of the other. For purposes of this paragraph (b), any such objection
made when such settlement would be in accordance with sound business practices
shall be deemed unreasonable. Provided further, that if any Indemnitee shall
fail to consent to the monetary terms of any proposed settlement or compromise
of any Asserted Liability, the Indemnifying Party shall not thereafter be
obligated to pay the Indemnitee in respect of such Asserted Liability under
this Article 7 in excess of the amount it would have been required to pay to
the Indemnitee in connection with such proposed settlement or compromise. Any
Losses of any Indemnitee for which indemnification is available hereunder shall
be paid within thirty (30) days following written demand therefor.

SECTION 7.5 LIMITS ON INDEMNIFICATION. Notwithstanding anything
contained in this Agreement to the contrary, BearCom's and Newco's remedies
with respect to Losses, and the liability of Seller and Shareholder, as the
case may be, for indemnification arising out of all Losses incurred by
Purchaser shall not exceed, and shall be limited to an amount equal to the
Purchase Price, including the purchase price for the Related Transactions, and
the sums hereafter becoming due to Seller under clauses 1.6(a) and (b) of this
Agreement.

SECTION 7.6 SOLE AND EXCLUSIVE REMEDY. The parties agree that
the indemnification provisions of Section 7 shall constitute the sole and
exclusive remedies of the parties in respect to this Agreement and all of the
Contemplated Transactions, other than fraud.

SECTION 7.7 RIGHT OF OFFSET. Purchaser may, at its option, apply
or otherwise offset any and all Losses to which it shall be entitled to be
indemnified by Seller and/or Shareholder pursuant to this Article 7 and/or
Section 9.10(b), against payments due to Seller pursuant to this Agreement or
to Shareholder or Condor, Ltd., pursuant to the Related Transactions.

ARTICLE 8

INTENTIONALLY LEFT BLANK

ARTICLE 9

MISCELLANEOUS

SECTION 9.1 EXPENSES. Except as otherwise specifically provided
in this Agreement, BearCom and the Shareholder shall bear their own respective
legal, auditing, accounting, consulting, brokerage, regulatory and other
expenses, BearCom will bear the expenses of Newco, and Shareholder will bear
the expenses of Seller, in each case, incurred in connection with the
preparation, due diligence, negotiation, execution and performance of this
Agreement and the Contemplated Transactions. Notwithstanding the

- 20 -
<PAGE> 25
foregoing provisions of this Section, all expenses incurred by Seller prior to
the Closing, including but not limited to, legal, auditing, accounting,
consulting, regulatory and other expenses, incurred in the ordinary course of
business, including but not limited to the preparation of Seller's financial
statement at and for the calendar year ended December 31, 1997, shall not be
borne by Shareholder, but shall be borne by Seller, as expenses incurred in the
ordinary course of business. If any party hereto shall bring an action at law
or in equity to enforce its rights under this Agreement (including an action
based upon a misrepresentation or the breach of any warranty, covenant,
agreement or obligation contained herein), the prevailing party in such action
shall be entitled to recover from the other party its reasonable costs and
expenses incurred in connection with such action (including fees, disbursements
and expenses of attorneys and costs of investigation). Seller shall be liable
for and shall pay any transfer tax, sales tax and other similar taxes resulting
from consummation of the Contemplated Transactions. Purchaser shall pay for the
cost of title policy premiums, premiums on customary endorsements and new
surveys for each of Seller's Property and Shareholder's Property.

SECTION 9.2 NOTICES.

(a) Any notice or other communication required or
permitted hereunder shall be in writing and shall be delivered personally by
hand or by recognized overnight courier with evidence of receipt, telecopied or
mailed (by registered or certified mail, postage prepaid) as follows:

(i) If to BearCom or Newco, one copy to:

BearCom, Inc.
11545 Pagemill Road
Dallas, Texas 75243
Attention: John P, Watson, Chairman
Telecopier: (214) 349-8950

with a copy to:

Gardere & Wynne, L.L.P.
1601 Elm Street, Suite 3000
Dallas, Texas 75201
Attention: Lawrence B. Goldstein, Esq.
Telecopier: (214) 999-4667

(ii) If to Seller or Shareholder, one copy to:

Condor Communications, Inc.
1933 N.W. 21st Terrace
Miami, Florida 33142
Attention: Rogelio Betancourt
Telecopier: (305) 325-0800

- 21 -
<PAGE> 26

with a copy to:

Cohen, Berke, Bernstein,
Brodie & Kondell, P.A.
2601 South Bayshore Drive, 19th Floor
Miami, FL 33133
Attention: Eileen Trautman, Esq.
Telecopier: (305) 857-9322

(b) Each such notice or other communication shall be
effective (i) if given by telecopier, when such telecopy is transmitted to the
telecopier number specified in Section 9.3(a) (with confirmation of
transmission; provided, however, that if such confirmation is received later
than 5 p.m., notice shall be effective on the next following business day) or
(ii) if given by any other means, when delivered at the address specified in
Section 9.3(a). Any party by notice given in accordance with this Section 9.3
to the other party may designate another address (or telecopier number) or
person for receipt of notices hereunder. Notices by a party may be given by
counsel to such party.

SECTION 9.3 ENTIRE AGREEMENT. This Agreement (including the
Schedules and Exhibits hereto) and the collateral agreements executed in
connection with the consummation of the Contemplated Transactions contain the
entire agreement between the parties with respect to the subject matter hereof
and related transactions and supersede all prior agreements, written or oral,
with respect thereto.

SECTION 9.4 WAIVERS AND AMENDMENTS; NON-CONTRACTUAL REMEDIES;
PRESERVATION OF REMEDIES. This Agreement may be amended, superseded, canceled,
renewed or extended only by a written instrument signed by the parties hereto.
The provisions hereof may be waived in writing by Shareholder and BearCom. No
delay on the part of any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any waiver on the part
of any party of any such right, power or privilege, nor any single or partial
exercise of any such right, power or privilege, preclude any further exercise
thereof or the exercise of any other such right, power or privilege. Except as
otherwise provided herein, the rights and remedies herein provided are
cumulative and are not exclusive of any rights or remedies that any party may
otherwise have at law or in equity.

SECTION 9.5 GOVERNING LAW; VENUE. This Agreement shall be
governed and construed in accordance with the laws of the State of Texas
applicable to agreements made and to be performed entirely within such State,
without regard to the conflict of laws rules thereof. Sole and exclusive venue
with respect to any disputes arising in connection herewith shall be Dallas
County, Texas. Each of the parties consents to the jurisdiction of the federal
and state courts sitting in Texas (and of the appropriate appellate courts) in
any such action or proceeding.

SECTION 9.6 BINDING EFFECT; NO ASSIGNMENT. This Agreement and
all of its provisions, rights and obligations shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors,
heirs and legal representatives. This Agreement may not be assigned (including
by operation of Law) by a party except as otherwise provided herein without the
express written consent of BearCom (in the case of assignment by Seller) or
Seller (in the case of assignment by BearCom or Newco) and any purported
assignment, unless so consented to, shall be void and without effect. Nothing
herein express or implied is

- 22 -
<PAGE> 27
intended or shall be construed to confer upon or to give anyone other than the
parties hereto and their respective heirs, legal representatives and successors
any rights or benefits under or by reason of this Agreement and no other party
shall have any right to enforce any of the provisions of this Agreement.

SECTION 9.7 SEVERABILITY. If any provision of this Agreement for
any reason shall be held to be illegal, invalid or unenforceable, such
illegality shall not affect any other provision of this Agreement, but this
Agreement shall be construed as if such illegal, invalid or unenforceable
provision had never been included herein.

SECTION 9.8 COUNTERPARTS. The Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument. This Agreement shall become
binding when one or more counterparts hereof, individually or taken together,
shall bear the signatures of all of the parties reflected hereon as the
signatories.

SECTION 9.9 THIRD PARTIES. Except as specifically set forth or
referred to herein, nothing herein express or implied is intended or shall be
construed to confer upon or give to any person other than the parties hereto
and their permitted successors or assigns, any rights or remedies under or by
reason of this Agreement or the Contemplated Transactions.

SECTION 9.10 GUARANTY.

(a) BearCom hereby unconditionally guarantees to Seller and
Shareholder the full and timely performance of all of the obligations and
agreements of Newco pursuant to this Agreement and the Related Transactions.
The foregoing guaranty shall include the guaranty of the payment of all
damages, costs and expenses which might become recoverable as a result of the
breach or nonperformance by Newco of any provision contained herein or in any
other agreement contemplated hereby. Seller and Shareholder may proceed
against BearCom for the performance of any such obligation or agreement, or for
damages for default in the performance thereof, without first proceeding
against Newco or against any of its properties.

(b) Shareholder hereby unconditionally guarantees to Bearcom and
Newco the full and timely performance of all of the obligations and agreements
of Seller, Condor Ltd. and Condor Prague pursuant to this Agreement and the
Related Transactions. The foregoing guaranty shall include the guaranty of the
payment of all damages, costs and expenses which might become recoverable as a
result of the breach or nonperformance by Seller of any provision contained
herein or in any other agreement contemplated hereby. BearCom and Newco may
proceed against Shareholder for the performance of any such obligation or
agreement, or for damages for default in the performance thereof, without first
proceeding against Seller or against any of its properties.

- 23 -
<PAGE> 28
ARTICLE 10

DEFINITIONS

SECTION 10.1 DEFINITIONS. The following terms, as used in this
Agreement, have the following meanings:

"AFFILIATE" of any person means any other person directly or
indirectly through one or more intermediary persons, controlling, controlled by
or under common control with such person.

"AGREEMENT" or "THIS AGREEMENT" shall mean, and the words
"HEREIN", "HEREOF" and "HEREUNDER" and words of similar import shall refer to,
this agreement as it from time to time may be amended.

"ARTICLES OF INCORPORATION" shall mean, in the case of any
corporation, the certificate of incorporation, articles of incorporation or
charter of a corporation, however denominated under the laws of the
jurisdiction of its incorporation.

The term "AUDIT" or "AUDITED" when used in regard to financial
statements shall mean an examination of the financial statements by a firm of
independent certified public accountants in accordance with generally accepted
auditing standards for the purpose of expressing an opinion thereon.

"BUSINESS" of a person shall mean the ownership and operation
of the assets comprising the business operations of such person.

"CONDOR BUSINESS UNIT OPERATIONS" shall mean the revenues and
expenses attributable and identifiable as being derived from the operations of
Seller at the time of Closing and/or derived from customers or contracts
entered into by Condor Holdings, Inc., its successor or assigns after Closing.

"CONTRACT" shall mean any contract, agreement, indenture,
note, bond, lease, conditional sale contract, mortgage, license, franchise,
instrument, commitment or other binding arrangement, whether written or oral.

"CODE" shall mean the Internal Revenue Code of 1986, as
amended.

The term "CONTROL", with respect to any person, shall mean the
power to direct the management and policies of such person, directly or
indirectly, by or through stock ownership, agency or otherwise, or pursuant to
or in connection with an agreement, arrangement or understanding (written or
oral) with one or more other persons by or through stock ownership, agency or
otherwise; and the terms "CONTROLLING" and "CONTROLLED" shall have meanings
correlative to the foregoing.

"DEBT" shall mean (i) money borrowed from any person; (ii) any
indebtedness arising under leases required to be capitalized under GAAP or
evidenced by a note, bond, debenture or similar instrument; (iii) any
indebtedness arising under purchase money obligations or representing the
deferred purchase price of property and services (other than current trade
payables incurred in the ordinary course of business) and (iv) any Liability
under any guaranty, letter of credit, performance credit or other agreement
having the effect of assuring a creditor against loss.

- 24 -
<PAGE> 29
"DUE DILIGENCE PERIOD" shall mean the thirty (30) day period
commencing on the date hereof pursuant to which Seller and Purchaser shall have
each respectively completed their due diligence investigations and reviews in
connection with the transactions contemplated hereby.

"EBITDA" means, with respect to Condor Business Unit
Operations during any particular period, net income resulting from Condor
Business Unit Operations during such period before interest, income taxes,
interest, penalties or any additions thereto, depreciation and amortization,
all as determined in accordance with GAAP.

THE TERM "ENVIRONMENTAL LAWS," when used in relation to any
person, shall mean any federal, state or local statute, ordinance or
promulgated rule or regulation, any judicial or administrative order or
judgment applicable to such person (whether or not by consent), any duties
imposed on such person by common law and any provision or condition of any
permit, license or other operating authorization, in each case as in effect as
of the date of this Agreement and relating to (a) the protection of (i) the
environment or (ii) the public welfare from actual or potential exposure (or
the effects of exposure) to any actual or potential release, discharge,
disposal or emission (whether past or present) of any Hazardous Substance, or
(b) the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling, of any Hazardous Substance.

"ENVIRONMENTAL LIABILITIES" of a person shall mean any and all
Liabilities of such person arising out of (i) Claims by third parties made
under Environmental Laws or (ii) remedial action required by Environmental Laws
in each case, to the extent arising out of events, transactions, facts or
circumstances occurring or existing on or prior to the Closing Date.

"ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.

"GAAP" shall mean generally accepted accounting principles in
effect on the date hereof as set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as may be
approved by a significant segment of the accounting profession of the United
States.

"HAZARDOUS SUBSTANCES" shall mean any pollutants,
contaminants, hazardous or toxic substance. material, or waste which is or
becomes regulated by any local or state governmental authority, or the United
States government. The term "HAZARDOUS SUBSTANCES" includes, without
limitation, any material or substance which is (i) designated as a "hazardous
substance" pursuant to Section 311 of the Federal Water Pollution Control Act,
33 U.S.C. ' 1321, (ii) defined as a "HAZARDOUS WASTE" pursuant to Section 1004
of the Federal Resource Conservation and Recovery Act, 42 U.S.C ' 6901 et seq.
(42 U.S.C. ' 6903), (iii) defined as a "hazardous substance" pursuant to
Section 101 of the Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. ' 9601 et seq., (iv) petroleum products and wastes, or
(v) asbestos or asbestos-containing material.

"INVENTORY" of a person shall mean, as of any date,
collectively, all inventories of products owned by such person and held for
sale, distribution or license, together with packaging and samples thereof,
owned by such person as of such date.

"IRS" shall mean the Internal Revenue Service.

- 25 -
<PAGE> 30
The term "KNOWLEDGE" with respect to (a) any individual shall
mean actual knowledge or the knowledge that a reasonably prudent individual
would have and (b) any corporation shall mean the actual knowledge of the
directors and the executive officers of such corporation or the knowledge that
a reasonably prudent individual in such position would have; and "knows" has a
correlative meaning.

"LIABILITY" of a person shall mean any direct or indirect
indebtedness, liability, assessment, claim, loss, damage, deficiency,
obligation or responsibility, fixed or unfixed, choate or inchoate. liquidated
or unliquidated, secured or unsecured, accrued, absolute, actual or potential,
contingent or otherwise (including any liability under any guaranties, letters
of credit, performance credits or with respect to insurance loss accruals) of
such person.

"LIEN" shall mean, with respect to any Asset, any mortgage,
lien (including mechanics, warehousemen, laborers and landlords liens), claim,
pledge, charge, security interest, preemptive right, right of first refusal,
option, judgment, title defect, or encumbrance of any kind in respect of or
affecting such Asset.

The term "MATERIAL ADVERSE EFFECT" shall mean with respect to
any party, a MATERIAL ADVERSE EFFECT on (i) the property or assets of such
party, the business or operations or condition (financial or otherwise),
properties, liabilities, working capital, earnings, technology, prospects or
relations with customers, suppliers or distributors or employees of such party,
or (ii) the right or the ability of such party to consummate the Contemplated
Transactions.

The term "MATERIAL" means an amount equal to $25,000.

The term "PERSON" shall mean an individual, corporation,
partnership, joint venture, association, trust, unincorporated organization or
other entity, including a government or political subdivision or an agency or
instrumentality thereof.

"RECEIVABLES" shall mean as of any date any trade accounts
receivable, notes receivable, sales representative advances and other
miscellaneous receivables of such person.

"REGULATORY ACTIONS" shall mean any claim, demand, action,
suit or proceeding brought or instigated by any Governmental Body in connection
with any Environmental Law, Including, without limitation, civil, criminal
and/or administrative proceedings, whether or not seeking costs, damages,
penalties or expenses.

"RELEASE" shall mean the intentional or unintentional,
spilling, leaking, disposing, discharging or disturbance of, or emitting,
depositing, injecting, leaching, escaping, or any other release or threatened
release to or from, however defined, any Hazardous Substance in violation of
any Environmental Law.

"REPORTABLE EVENT" shall mean any of the events described in
Section 4043(b)(1), (2), (3), (5), (6), (8) or (9) of ERISA.

"TAX" (including, with correlative meaning, the terms "Taxes"
and "Taxable") shall mean (i) any net income, gross income, gross receipts,
sales, use, ad valorem, transfer, transfer gains, franchise, estimated,
payroll, profits, license, withholding, payroll, employment, excise, severance,
stamp, rent, recording, occupation, premium, real or personal property,
intangibles, environmental or windfall profits tax, alternative or add-on
minimum tax, customs duty or other tax, fee, duty, levy, impost, assessment or
charge of any kind whatsoever (including but not limited to taxes assessed to
real property and water and sewer rents relating

- 26 -
<PAGE> 31
thereto), together with any interest and any penalty, addition to tax or
additional amount imposed by any Governmental Body (domestic or foreign) (a
"Tax Authority") responsible for the imposition of any such tax; (ii) any
liability for the payment of any amount of the type described in the
immediately preceding clause (i) as a result of a party's being a member of an
affiliated or combined group with any other corporation at any time on or prior
to the Closing Date and (iii) any liability for the payment of any amounts of
the type described in the immediately preceding clause (i) as a result of a
contractual obligation to indemnify any other person.

"TAX RETURN" shall mean any return or report (including
elections, declarations, disclosures, schedules, estimates and information
returns) required to be supplied to any Tax Authority.

"TRANSACTION DOCUMENTS" shall mean, collectively, this
Agreement, and each of the other agreements and instruments (including but not
limited to the certificates described in Section 6.1(e)(i) and (ii) and
6.2(g)(i) and (ii) to be executed and delivered by all or some of the parties
hereto in connection with the consummation of the transactions contemplated
hereby.

The term "VOTING POWER" when used with reference to the
capital stock of, or units of equity interests in, any person shall mean the
power under ordinary circumstances (and not merely upon the happening of a
contingency) to vote in the election of directors of such person (if such
person is a corporation) or to participate in the management and control of
such person (if such person is not a corporation).

SECTION 10.2 INTERPRETATION. Unless the context otherwise requires,
the terms defined in Section 10.1 shall have the meanings herein specified for
all purposes of this Agreement, applicable to both the singular and plural
forms of any of the terms defined herein. All accounting terms defined in
Section 10.1, and those accounting terms used in this Agreement not defined in
Section 10.1, except as otherwise expressly provided herein or therein, shall
have the meanings customarily given thereto in accordance with GAAP. When a
reference is made in this Agreement to Sections, such reference shall be to a
Section of this Agreement unless otherwise indicated. The headings contained
in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement. Whenever the words
"include", "includes" or "including" are used in this Agreement, they shall be
deemed to be followed by the words "without limitation".

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

- 27 -
<PAGE> 32
IN WITNESS WHEREOF, the undersigned have executed this Asset Purchase
Agreement as of the date set forth above.

BEARCOM, INC., a Texas corporation

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

CONDOR HOLDINGS, INC., a Delaware
corporation

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

CONDOR COMMUNICATIONS, INC.,
a Florida corporation

By: /s/ ROGELIO BETANCOURT
---------------------------------
Rogelio Betancourt, President

/s/ ROGELIO BETANCOURT
---------------------------------
Rogelio Betancourt

- 28 -

<PAGE> 1

Exhibit 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
BearCom Group, Inc.:

We consent to the use of our report included herein and to the reference to our
firm under the heading "Experts" in the registration statement.

KPMG Peat Marwick LLP

Dallas, Texas

June 23, 1998

<PAGE> 1
EXHIBIT 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
BearCom Group, Inc.:

We consent to the use of our report included herein and to the reference to our
firm under the heading "Experts" in the registration statement.

/s/ SAENZ, ROBLEDO SAX & COMPANY

Miami, Florida
June 23, 1998