WIRELESS INTERNATIONAL INC, S-1, 1998-04-23

WIRELESS INTERNATIONAL INC
S-1, 1998-04-23

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<PAGE> 1

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

SECURITIES AND EXCHANGE COMMISSION

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

WIRELESS INTERNATIONAL, 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. [ ]
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PRICE(1)(2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, $0.01 par value per share............... $64,394,250 $18,996.30
======================================================================================================
</TABLE>

(1) In accordance with Rule 457(o) under the Securities Act of 1933, the number
of shares being registered and the proposed maximum offering price per share
are not included in this table.

(2) Estimated solely for the purpose of calculating the registration fee.

---------------------
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 , 1998

PROSPECTUS

, 1998

WIRELESS INTERNATIONAL, INC.

COMMON STOCK

Of the shares of Common Stock offered hereby (the "Offering"),
shares are being offered by Wireless International, Inc. ("Wireless
International" or the "Company") and 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 $ and $ per share. See "Underwriting" for
information relating to the factors to be considered in determining the initial
public offering price.

Application has been made for the Common Stock to be approved for quotation
on the Nasdaq National Market ("Nasdaq") under the trading symbol "WIIN."

SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

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

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

(1) See "Underwriting" for indemnification arrangements with the Underwriters.

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

(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
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 offered by the several Underwriters, when,
as and if delivered to and accepted by the Underwriters, and subject to various
conditions, including their 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

[INSERT GRAPHICS OR PICTURES]

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."
2
<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 -for-1 stock dividend effected in , 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 under the name "Page-Com, Inc." ("Page-Com") and was thereafter
renamed "Wireless International, Inc." 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," and together
with Condor Holdings, "Condor"). The foregoing transaction is referred to herein
as the "Condor Acquisition." Unless the context otherwise requires, all
references to "Condor" shall include Condor and 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. As of the date hereof, the Company is awaiting regulatory approval in
the Czech Republic with respect to the acquisition of the entity that operates
Condor's Prague, Czech Republic distribution sales office. Based on the advice
of foreign counsel, the Company believes regulatory approval will be obtained.
All references herein to "Wireless International" or the "Company" shall include
the combined operations of Wireless International, Inc. and its subsidiaries,
including BearCom and Condor.

THE COMPANY

The Company 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.

Through BearCom, the Company markets its products and services through 34
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 1997, BearCom mailed more than 4.4
million catalogs and marketing pieces and processed in excess of 150,000
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 to 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 12 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 the nine
months ended January 31, 1998 were $67.1 million, a 31% 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 (as
defined below under "Unaudited Pro Forma Condensed Consolidated Financial
Statements"), the Company's revenues were $131.4 million and $112.7 million
during fiscal 1997 and the nine months ended January 31, 1998, respectively. 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 within
licensed regions and offering additional products and services within those
regions. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Condor Communications, Inc.," "Unaudited Pro Forma
Condensed Consolidated Financial Statements" and the historical consolidated
financial statements of Condor included elsewhere herein.
4
<PAGE> 6

THE OFFERING

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Common Stock Offered:
By the Company..................................... shares
By the Selling Shareholders........................ shares
------
Total...................................... shares
======
</TABLE>

Common Stock to be Outstanding after
the Offering........................ shares(1)

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

Proposed Nasdaq Trading Symbol...... WIIN
- ------------------------------

(1) Excludes shares of Common Stock issuable upon the exercise of
outstanding options, and shares available for future grants of
options under the Company's 1998 Stock Option Plan. See "Management -- Stock
Option 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, NINE MONTHS ENDED JANUARY 31,
----------------------------------------- -------------------------------
PRO FORMA PRO FORMA
AS ADJUSTED AS ADJUSTED
1995 1996 1997 1997(1) 1997 1998 1998(1)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues............................... $56,554 $63,278 $69,642 $131,447 $51,354 $67,064 $112,694
Gross profit........................... 17,183 20,294 23,367 36,620 17,060 22,655 29,320
Operating income....................... 3,560 3,597 3,609 7,896 2,975 3,825 7,016
Net income............................. $ 1,013 $ 1,847 $ 1,902 $ 4,761 $ 1,602 $ 1,958 $ 4,343
Net income per share................... $ $ $ $ $
Pro forma net income(2)................ $ 1,679
Pro forma net income per share(2)...... $
OTHER DATA:
Number of field offices at period
end.................................. 20 22 25 34 25 34 34
EBITDA(3).............................. 4,417 4,734 5,326 10,001 4,080 5,444 9,109
Capital expenditures(4)................ 1,054 1,555 2,127 n/a 1,889 891 n/a
</TABLE>

<TABLE>
<CAPTION>
JANUARY 31, 1998
--------------------------
PRO FORMA
ACTUAL AS ADJUSTED(5)
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Cash...................................................... $ 59 $
Working capital........................................... 15,749
Total assets.............................................. 41,219
Total long-term debt, including current maturities........ 19,395
Shareholders' equity...................................... 12,841
</TABLE>

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

(1) Pro forma information for the year ended April 30, 1997 and the nine months
ended January 31, 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, 1996. See "Unaudited Pro Forma
Condensed Consolidated Financial Statements."

(2) 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, 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. See Notes 1(h) and 2 to
the Company's Consolidated Financial Statements.

(3) "EBITDA" is earnings before interest, taxes, depreciation and amortization.
EBITDA is not intended to represent cash flow or any other measure of
financial performance in accordance with generally accepted accounting
principles.

(4) Excludes payments for business acquisitions.

(5) Adjusted to give effect to (i) the Condor Acquisition and (ii) the Offering
and the application of the net proceeds therefrom, including the repayment
of shareholder notes, as if these transactions had occurred on January 31,
1998.

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 $69.6 million in fiscal
1997. 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 12
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 BearCom 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 67% of the
Company's equipment revenues during the nine-month period ended

7
<PAGE> 9

January 31, 1998. In addition, BearCom's 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."

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."

INTERNATIONAL OPERATIONS

In August 1995, the Company opened a field office in Sydney, Australia, and
in July 1997 the Company acquired a dealer in Brisbane, Australia. Revenues from
the Australia offices were less than 2% of the Company's net revenues in fiscal
1997 and the nine-month period ended January 31, 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 in its 1997 fiscal year and for the nine-month period ended
January 31, 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 36.1% and 37.5%, respectively, with approximately
3.2% and 4.8% 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, 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."

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
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

9
<PAGE> 11

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. If 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'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 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.
10
<PAGE> 12

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
shares of Common Stock. Of these shares, the shares of
Common Stock sold in the Offering ( 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
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
shares held for more than one year will be eligible for sale beginning
approximately 90 days after the date of this Prospectus, based on current
Securities and Exchange Commission ("Commission") rules and subject to
compliance with the manner-of-sale, volume and other limitations of Rule 144.

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
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.

11
<PAGE> 13

CONTROL BY EXISTING SHAREHOLDERS

Upon completion of this offering, the Company's officers and directors will
beneficially own approximately % 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.

DILUTION; NO EXPECTATION OF DIVIDENDS

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." 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 "Prior S Corporation Status and
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
February 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. All such acquisitions were accounted for as
purchases for financial reporting purposes.

On March 31, 1998, the Company completed the Condor Acquisition. Condor
reported revenues of $51.4 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's principal executive offices are located at 11545 Pagemill
Road, Dallas, Texas 75243 and its telephone number is (214) 340-8876.

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 $ , assuming an initial public offering price of $ . 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"), approximately $23.6 million at March 31,
1998. The Company is required to repay the amount of all principal outstanding
under the term note, approximately $4.6 million at March 31, 1998, 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 a floating rate (6.86% and 6.98%,
respectively, at March 31, 1998). 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 -- Certain Transactions."

13
<PAGE> 15

PRIOR S CORPORATION STATUS AND DIVIDEND POLICY

For all taxable periods prior to January 1, 1995, Bear Communications was a
corporation subject to taxation under Subchapter S of the Internal Revenue Code
of 1986, as amended (the "Code"). On January 1, 1995, Bear Communications
terminated its "S" corporation status. In connection with this termination, Bear
Communications made distributions aggregating approximately $423,000 to its
shareholders. Other than these distributions, 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 January 31, 1998, the net tangible book value of the Company was
approximately $5.2 million or $ 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 $ 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 January
31, 1998 would have been approximately $ million or $ per share.
This represents an immediate increase in net tangible book value of $
per share to existing shareholders and an immediate dilution in net tangible
book value of $ 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..................... $
Net tangible book value per share before this Offering.... $
Increase per share attributable to new shareholders.......
-------
Pro forma net tangible book value per share after this
Offering..................................................
-------
Dilution per share to new shareholders...................... $
=======
</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)...................... $ % $ % $
------
New investors................................. % %
------- ------ ------- ------
Total............................... $ 100.0% $ 100.0%
======= ====== ======= ======
</TABLE>

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

(1) Sales by the Selling Shareholders in this Offering will reduce the number of
shares held by existing shareholders of the Company to , or %
of the total number of shares outstanding after this Offering, and will
increase the number of shares held by new investors to shares, or
% 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 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 January 31, 1998, and as adjusted to give effect to (i) the
Condor Acquisition and (ii) the Offering (assuming an initial public offering
price of $ 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 January 31, 1998. See "Use of Proceeds"
and "Management -- Certain Transactions." 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>
JANUARY 31, 1998
------------------------
PRO FORMA
ACTUAL AS ADJUSTED(L)
(IN THOUSANDS)
<S> <C> <C>
Cash........................................................ $ 59 $
======= =======
Long-term debt(2):
Borrowings under Senior Bank Facility..................... 19,003
Capital lease obligations................................. 120
Other..................................................... 272
------- -------
Total long-term debt.............................. 19,395
------- -------
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; shares
authorized, and shares issued and outstanding, as
adjusted(3)............................................ --
Additional paid-in capital................................ 3,824
Cumulative translation adjustment......................... (9)
Note receivable from shareholder(4)....................... (933)
Retained earnings......................................... 9,959
-------
Total shareholders' equity........................ 12,841
------- -------
Total capitalization.............................. $32,236 $
======= =======
</TABLE>

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

(1) On March 31, 1998, the Company borrowed an additional $7 million under the
Senior Bank Facility to fund the Condor Acquisition. Such borrowings will be
repaid with the net proceeds of the Offering.

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

(3) Excludes shares of Common Stock issuable upon the exercise of
outstanding options and shares available for future grants of options
under the Company's 1998 Stock Option Plan.

(4) See "Management -- Certain Transactions."

16
<PAGE> 18

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma condensed consolidated financial statements are
included in order to illustrate the effect on the Company's financial statements
of the transactions described below.

The unaudited pro forma condensed consolidated balance sheet at January 31,
1998 gives effect to (i) the Condor Acquisition (based on the audited balance
sheet of Condor as of December 31, 1997) and (ii) the Offering and the
application of the net proceeds therefrom (and related repayment of shareholder
notes) as if these transactions had occurred on January 31, 1998. All
acquisitions by the Company, other than the Condor Acquisition, were completed
by January 31, 1998 and are reflected in the unaudited pro forma condensed
consolidated balance sheet at January 31, 1998.

The unaudited pro forma condensed consolidated statements of income for the
year ended April 30, 1997 and the nine months ended January 31, 1998 give 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, 1996. As used herein,
"Other Acquisitions" reflects the activity for the period from May 1, 1996 to
the respective closing dates of the acquisitions of seven acquired businesses.
Activity of the remaining five acquisitions are not included due to the
immateriality of four of the acquired businesses and the impracticability of
obtaining information relating to the acquisition of a majority of the assets of
Motorola's Radio Products Group rentals business. The unaudited pro forma
condensed consolidated income statement for the year ended April 30, 1997
includes the results of Condor for the twelve-month period ended March 31, 1997.
The unaudited pro forma condensed consolidated income statement for the nine
months ended January 31, 1998 includes the results of Condor for the nine-month
period ended December 31, 1997.

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 pro forma financial statements 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 statements of income are
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 BALANCE SHEET
JANUARY 31, 1998
(IN THOUSANDS)

ASSETS

<TABLE>
<CAPTION>
HISTORICAL
------------------------------
WIRELESS CONDOR PRO FORMA ADJUSTMENTS PRO FORMA
INTERNATIONAL ACQUISITION(1) ADJUSTMENTS PRO FORMA FOR OFFERING AS ADJUSTED
<S> <C> <C> <C> <C> <C> <C>
Current Assets:
Cash............................ $ 59 $ 90 $ -- $ 149 $ (c) $
Receivables..................... 13,990 6,120 -- 20,110
Inventory....................... 10,283 1,948 -- 12,231
Prepaid expenses and other...... 1,645 603 -- 2,248
------- ------- -------- ------- ----- -----
Total current assets...... 25,977 8,761 -- 34,738
Notes and interest receivable from
employee........................ 875 -- -- 875 (d)
Fixed assets, net................. 6,396 931 (168)(a) 7,159
Costs in excess of tangible net
assets acquired, net............ 7,681 -- -- 7,681
Other assets...................... 290 247 -- 537
------- ------- -------- ------- ----- -----
$41,219 $ 9,939 $ (168) $50,990 $ $
======= ======= ======== ======= ===== =====
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable................ $ 4,535 $ 2,538 $ -- $ 7,073 $ $
Accrued expenses................ 2,963 33 200(a) 3,196
Current maturities of long-term
debt.......................... 1,357 -- -- 1,357
Current maturities of
obligations under capital
leases........................ 71 -- -- 71
Federal income taxes payable.... 1,243 -- -- 1,243
Deferred income taxes........... 58 -- -- 58
------- ------- -------- ------- ----- -----
10,227 2,571 200 12,998
Long-term debt, less current
maturities...................... 17,918 -- 7,000(b) 24,918 (c)
Obligations under capital leases,
less current maturities......... 49 -- -- 49
Deferred income taxes............. 184 -- -- 184
Shareholders' equity:
Preferred stock................. -- -- -- --
Common stock.................... -- -- -- --
Additional paid-in capital...... 3,824 1 (1)(a) 3,824
Cumulative currency translation
adjustment.................... (9) -- -- (9)
Note receivable from
shareholder................... (933) -- -- (933) (d)
Retained earnings............... 9,959 7,367 (7,367)(a) 9,959
------- ------- -------- ------- ----- -----
Total shareholders'
equity.................. 12,841 7,368 (7,368) 12,841
------- ------- -------- ------- ----- -----
$41,219 $ 9,939 $ (168) $50,990 $ $
======= ======= ======== ======= ===== =====
</TABLE>

- ------------------------------
(1) Reflects the audited balance sheet of Condor at December 31, 1997.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(a) Represents adjustments to allocate the purchase price for the Condor
Acquisition to tangible assets, accrue transaction costs with respect to
that acquisition and eliminate Condor's equity. The purchase price
allocation is based on management's preliminary estimates, which are subject
to adjustments, and does not include the effect of additional consideration
that Condor could be obligated to pay pursuant to an earn-out arrangement
entered into in connection with the Condor Acquisition. See "Management's
Discussion and Analysis of Financial Condition and Results of Operation."
The acquisition will be accounted for using the purchase method of
accounting.
(b) Represents borrowings used to complete the Condor Acquisition.
(c) Represents anticipated proceeds from sale of shares of Common Stock in the
Offering and use of those proceeds to repay borrowings outstanding under the
Senior Bank Facility.
(d) Reflects the repayment of shareholder notes with proceeds from the sale of
shares of Common Stock in the Offering.

18
<PAGE> 20

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED APRIL 30, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
HISTORICAL
---------------------------------------------------
WIRELESS CONDOR OTHER PRO FORMA ADJUSTMENTS PRO FORMA
INTERNATIONAL(1) ACQUISITION(2) ACQUISITIONS(1) ADJUSTMENTS PRO FORMA FOR OFFERING AS ADJUSTED
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues............. $69,642 $46,168 $15,637 $ -- $131,447 $ $131,447
Cost of revenues..... 46,275 38,928 9,624 -- 94,827 94,827
------- ------- ------- ------- -------- ------- --------
Gross profit......... 23,367 7,240 6,013 -- 36,620 -- 36,620
Operating
expenses........... 19,758 4,093 4,579 144(a) 28,724 28,724
150(c)
------- ------- ------- ------- -------- ------- --------
Operating
income............. 3,609 3,147 1,434 (294) 7,896 -- 7,896
Interest expense..... 595 -- 239 1,085(b) 1,919 (1,883)(f) 36
Other, net........... (73) 108 (46) -- (11) 97(g) 86
------- ------- ------- ------- -------- ------- --------
Income before income
taxes.............. $ 3,087 $ 3,039 $ 1,241 (1,379) 5,988 1,786 7,774
Income taxes......... 1,185 -- 31 (538)(d) 2,316 697(d) 3,013
1,638(e)
------- ------- ------- ------- -------- ------- --------
Net income........... $ 1,902 $ 3,039 $ 1,210 $(2,479) $ 3,672 $ 1,089 $ 4,761
======= ======= ======= ======= ======== ======= ========
Earnings per share:
Basic..............
Diluted............
</TABLE>

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

(1) Represents the historical operating results of the Company and seven
businesses acquired from May 1, 1996 through the earlier of the respective
dates of acquisition or April 30, 1997.

(2) Represents the historical operating results of Condor for the year ended
March 31, 1997.

NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENT OF INCOME

(a) Adjustments to depreciation and amortization relating to the change in
basis of property and equipment of $168 and goodwill of $5,754 resulting
from purchase accounting.

(b) Increase in interest expense related to borrowings used and notes issued in
the aggregate amount of $14,492 to complete the Condor Acquisition and the
Other Acquisitions.

(c) Increase in salary expense of Condor president in connection with
employment contract entered into simultaneous to the closing of the Condor
Acquisition.

(d) Income tax expense on pro forma adjustments calculated using a combined
federal and state statutory rate of 39%.

(e) Pro forma tax effect of the historical results for the Condor Acquisition
and Other Acquisitions, based on a combined federal and state statutory tax
rate of 39%.

(f) Reduction of interest expense resulting from repayment of all borrowings
outstanding, except for amounts related to capital leases and vehicle
loans, using the proceeds from sale of shares of Common Stock in the
Offering.

(g) Reduction of interest income resulting from repayment of $1,386 principal
amount of shareholder notes with the proceeds from the sale of shares of
Common Stock in the Offering.

19
<PAGE> 21

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
NINE MONTHS ENDED JANUARY 31, 1998
(IN THOUSANDS EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
HISTORICAL
---------------------------------------------------
WIRELESS CONDOR OTHER PRO FORMA ADJUSTMENTS PRO FORMA
INTERNATIONAL(1) ACQUISITION(2) ACQUISITIONS(1) ADJUSTMENTS PRO FORMA FOR OFFERING AS ADJUSTED
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues............... $67,064 $41,247 $4,383 $ $112,694 $ $112,694
Cost of revenues....... 44,409 36,291 2,674 83,374 83,374
------- ------- ------ ------- -------- ------- --------
Gross profit........... 22,655 4,956 1,709 -- 29,320 -- 29,320
Operating expenses..... 18,830 2,196 1,156 9(a) 22,304 22,304
113(c)
------- ------- ------ ------- -------- ------- --------
Operating income....... 3,825 2,760 553 (122) 7,016 -- 7,016
Interest expense....... 847 10 134 505(b) 1,496 (1,471)(f) 25
Other, net............. (95) 31 -- (64) 73(g) 9
------- ------- ------ ------- -------- ------- --------
Income before income
taxes................ $ 3,073 $ 2,719 419 (627) 5,584 1,398 6,982
Income taxes........... 1,115 -- (11) (245)(d) 2,094 545(d) 2,639
1,235(e)
------- ------- ------ ------- -------- ------- --------
Net income............. $ 1,958 $ 2,719 $ 430 $(1,617) $ 3,490 $ 853 $ 4,343
======= ======= ====== ======= ======== ======= ========
Earnings per share:
Basic................
Diluted..............
</TABLE>

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

(1) Represents the historical results of the Company and seven businesses
acquired from May 1, 1997 through the earlier of the respective dates of
acquisition or January 31, 1998.

(2) Represents the historical operating results of Condor for the nine months
ended December 31, 1997.

NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENT OF INCOME

(a) Adjustments to depreciation and amortization relating to the change in
basis of property and equipment of $168 and goodwill of $4,534 resulting
from purchase accounting.

(b) Increase in interest expense related to borrowings of $13,117 used to
complete the Condor Acquisition and the Other Acquisitions.

(c) Increase in salary expense of Condor president in connection with
employment contract entered into simultaneous to the closing of the Condor
Acquisition.

(d) Income tax expense on pro forma adjustments calculated using a combined
federal and state statutory rate of 39%.

(e) Pro forma tax effect of the historical results for the Condor Acquisition
and Other Acquisitions, based on a combined federal and state statutory tax
rate of 39%.

(g) Reduction of interest income resulting from repayment of $1,386 principal
amount of shareholder notes with the proceeds from the sale of shares of
Common Stock in the Offering.

20
<PAGE> 22

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, 1997 and the nine months
ended January 31, 1998 are derived from the audited financial statements of the
Company. The selected statement of income data for the nine months ended January
31, 1997 and the selected balance sheet data at January 31, 1997 are derived
from unaudited financial information of the Company which, in the opinion of
management, includes all adjustments necessary for a fair presentation of
financial information. The results of operations for the nine months ended
January 31, 1998 are not necessarily indicative of results of operations for the
entire fiscal year. 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>
NINE MONTHS
ENDED
FISCAL YEARS ENDED APRIL 30, JANUARY 31,
----------------------------------------------- -----------------
1993 1994 1995 1996 1997 1997 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues....................................... $37,852 $49,285 $56,554 $63,278 $69,642 $51,354 $67,064
Cost of revenues............................... 25,483 35,648 39,371 42,984 46,275 34,294 44,409
------- ------- ------- ------- ------- ------- -------
Gross profit................................... 12,369 13,637 17,183 20,294 23,367 17,060 22,655
Operating expenses............................. 10,102 12,498 13,623 16,697 19,758 14,085 18,830
------- ------- ------- ------- ------- ------- -------
Operating income............................... 2,267 1,139 3,560 3,597 3,609 2,975 3,825
Interest expense............................... 440 386 519 544 595 432 847
Other net...................................... (10) (1) 302 33 (73) (57) (95)
------- ------- ------- ------- ------- ------- -------
Income before income taxes..................... 1,837 754 2,739 3,020 3,087 2,600 3,073
Income taxes................................... 328 320 1,726 1,173 1,185 998 1,115
------- ------- ------- ------- ------- ------- -------
Net income..................................... $ 1,509 $ 434 $ 1,013 $ 1,847 $ 1,902 $ 1,602 $ 1,958
======= ======= ======= ======= ======= ======= =======
Net income per share........................... $ $ $ $ $ $ $
======= ======= ======= ======= ======= ======= =======
Pro forma net income(1)........................ $ 1,138 $ 515 $ 1,679
======= ======= =======
Pro forma net income per share(1).............. $ $ $
======= ======= =======
OTHER DATA:
Number of field offices at period end.......... 12 16 20 22 25 25 34
EBITDA(2)...................................... 3,013 1,846 4,417 4,734 5,326 4,080 5,444
Capital expenditures(3)........................ 1,163 1,919 1,054 1,555 2,127 1,889 891
BALANCE SHEET DATA (AT PERIOD END):
Working capital................................ $ 3,215 $ 2,088 $ 3,069 $ 4,326 $13,225 $13,622 $15,749
Total assets................................... 15,326 18,840 19,726 20,047 26,445 28,329 41,219
Total long-term debt, including current
maturities................................... 6,229 7,801 7,042 5,888 9,687 9,311 19,395
Shareholders' equity........................... 6,118 6,552 7,565 9,005 10,888 10,631 12,841
</TABLE>

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

(1) For periods prior to January 1, 1995, Bear Communications was subject to
taxation under Subchapter S of 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. See Notes 1(h) and 2 to the Company's Consolidated Financial
Statements. 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 related
to losses incurred by Bear Communications.

(2) "EBITDA" is earnings before interest, taxes, depreciation and amortization.
EBITDA is not intended to represent cash flow or any other measure of
financial performance in accordance with generally accepted accounting
principles.

(3) Excludes payments for business acquisitions.

21
<PAGE> 23

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 February
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, resulting in
significant sales growth since commencing its acquisition program in August
1996. Acquisitions generally have been financed through the use of the Senior
Bank Facility. 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, 1996 and 1997 and the nine
months ended January 31, 1998, revenues derived from sales to other wholesale
wireless communication dealers accounted for less than 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 January 31, 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.

22
<PAGE> 24

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, NINE MONTHS ENDED JANUARY 31,
--------------------------------------------------- ---------------------------------
1995 1996 1997 1997 1998
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Equipment................... $48,686 86.1% $54,131 85.5% $57,864 83.1% $42,621 83.0% $52,672 78.5%
Rental...................... 5,743 10.2 6,375 10.1 8,511 12.2 6,433 12.5 8,400 12.5
Repair...................... 1,584 2.8 2,072 3.3 2,474 3.6 1,648 3.2 4,062 6.1
Other....................... 541 0.9 700 1.1 793 1.1 652 1.3 1,930 2.9
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Total revenues........ 56,554 100.0 63,278 100.0 69,642 100.0 51,354 100.0 67,064 100.0
Cost of revenues.............. 39,371 69.6 42,984 67.9 46,275 66.4 34,294 66.8 44,409 66.2
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Gross profit.................. 17,183 30.4 20,294 32.1 23,367 33.6 17,060 33.2 22,655 33.8
Operating expenses............ 13,623 24.1 16,697 26.4 19,758 28.4 14,085 27.4 18,830 28.1
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Operating income.............. 3,560 6.3 3,597 5.7 3,609 5.2 2,975 5.8 3,825 5.7
Interest expense.............. 519 0.9 544 0.8 595 0.9 432 0.8 847 1.3
Other, net.................... 302 0.5 33 0.1 (73) (0.1) (57) (0.1) (95) (0.2)
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Income before income taxes.... 2,739 4.9 3,020 4.8 3,087 4.4 2,600 5.1 3,073 4.6
Income taxes.................. 1,726 3.1 1,173 1.9 1,185 1.7 998 2.0 1,115 1.7
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Net income.................... 1,013 1.8 1,847 2.9 1,902 2.7 1,602 3.1 1,958 2.9
======= ===== ======= ===== ======= ===== ======= ===== ======= =====
Pro forma net income.......... $ 1,679 3.0%
======= =====
</TABLE>

NINE MONTHS ENDED JANUARY 31, 1998 COMPARED TO NINE MONTHS ENDED JANUARY 31,
1997

Revenues. Revenues increased $15.7 million, or 30.6%, to $67.1 million for
the nine months ended January 31, 1999 compared to $51.4 million for the nine
months ended January 31, 1997. Of the overall revenue increase, approximately
$10.4 million was related to revenues included from ten businesses acquired
subsequent to January 31, 1997. The remaining $5.3 million increase related to
internal revenue growth from the Company's sales offices existing as of January
31, 1997 and catalog operations. Overall, revenues were not impacted by any
significant price changes. Increases by revenue components were as follows:
equipment revenues increased $10.1 million, or 23.6%; rental revenues increased
$2.0 million, or 30.6%; repair revenues increased $2.4 million; and other
revenues increased $1.3 million. Excluding approximately $800,000 of rental
revenue generated from the 1996 Summer Olympic Games, rental revenues increased
$2.8 million, or 49.1%, during the nine months ended January 31, 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 $2.4
million increase in repair revenues, approximately $1.4 million is attributable
to acquired businesses with the remaining $1.0 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 $5.6 million, or 32.8%, to $22.7
million for the nine months ended January 31, 1998 compared to $17.1 million for
the nine months ended January 31, 1997. Of the overall gross profit increase,
$3.6 million was attributable to acquired businesses. Gross profit margin
increased from 33.2% for the nine months ended January 31, 1997 to 33.8% for the
nine months ended January 31, 1998, primarily as a result of a higher percentage
of revenues being derived from repair and other revenues. The increase in gross
profit margin was partially offset by 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.

Operating expenses. Operating expenses increased by $4.7 million, or 33.7%,
to $18.8 million for the nine months ended January 31, 1998 compared to $14.1
million for the nine months ended January 31, 1997. As a percentage of revenues,
operating expenses were 28.1% and 27.4% for the nine months ended January 31,
1998 and 1997, respectively. Of the increase in operating expenses,
approximately $3.0 million was attributable to

23
<PAGE> 25

acquired businesses. Other increases related to administrative costs to
facilitate the Company's growth, as well as printing and postage costs
associated with an increase in the number of catalogs mailed during the nine
months ended January 31, 1998 compared to the same period in 1997.

Interest expense. For the nine months ended January 31, 1998, interest
expense increased $415,000 to $847,000, from $432,000 for the nine months ended
January 31, 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 nine months ended January 31, 1998, other, net remained
relatively constant compared to the nine months ended January 31, 1997.

Income tax expense. The effective income tax rate for the nine months ended
January 31, 1998 was 36.3%, compared to 38.4% for the nine months ended January
31, 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.

24
<PAGE> 26

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 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.

YEAR ENDED APRIL 30, 1996 COMPARED TO YEAR ENDED APRIL 30, 1995

Revenues. Revenues increased $6.7 million, or 11.9%, to $63.3 million for
the year ended April 30, 1996 compared to $56.6 million for the year ended April
30, 1995. Of the overall revenue increase, approximately $1.9 million was
related to revenues included from four new sales offices opened during the
second half of fiscal 1995. The remaining $4.8 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 $5.4 million, or 11.2%; rental revenues increased $632,000, or 11.0%;
repair revenues increased $488,000, or 30.8%; and other revenues increased
$159,000, or 29.4%. During September 1995, the Company discontinued selling to a
customer that accounted for approximately $2.1 million and $4.6 million of
revenues for the years ended April 30, 1996 and 1995, respectively. Excluding
these revenues from both fiscal years, overall revenues and equipment revenues
increased 17.7% and 18.0%, respectively, for fiscal 1996 compared to fiscal
1995.

Gross profit. Gross profit increased $3.1 million, or 18.1%, to $20.3
million for the year ended April 30, 1996 compared to $17.2 million for the year
ended April 30, 1995. Of the overall gross profit increase, $833,000 was
attributable to four new sales offices opened during the second half of fiscal
1995. Gross profit margin increased from 30.4% for the year ended April 30, 1995
to 32.1% for the year ended April 30, 1996. The increase in gross profit margin
was primarily due to the loss of sales to a significant customer in September
1995, which sales resulted in below average gross profit margins. Excluding
sales to the customer discontinued in September 1995, gross profit margins
related to overall revenues increased to 35.8% for the year ended April 30, 1996
compared to 34.6% for the year ended April 30, 1995. This increase was primarily
attributable to the Company taking advantage of purchase incentives offered by a
significant vendor. Gross profit margins were not affected by the Company's
revenue blend because the percentage of revenues related to equipment, rental,
repair labor and other remained relatively constant between fiscal years.

Operating expenses. Operating expenses increased by $3.1 million, or 22.6%,
to $16.7 million for the year ended April 30, 1996 compared to $13.6 million for
the year ended April 30, 1995. As a percentage of revenues, operating expenses
were 26.4% and 24.1% for the years ended April 30, 1996 and 1995, respectively.
The increase in operating expenses as a percentage of revenue was affected by
approximately $571,000 of expenses incurred at sales offices opened during
fiscal 1996. Additionally, operating expenses increased as a result of increased
administrative costs associated with the Merger in December 1995 and changes
made to the Company's commission program for its field sales representatives,
which changes had the effect of increasing commission expense during fiscal
1996, both in dollars and as a percentage of revenues.

Interest expense. For the year ended April 30, 1996, interest expense
remained relatively constant and increased $25,000 to $544,000.

Other, net. Other expense for the year ended April 30, 1996 was $33,000
compared to $302,000 for the year ended April 30, 1995. Other expense for the
year ended April 30, 1995 included a loss of approximately $180,000 related to
the sale of the Company's former corporate office in Dallas, Texas.

Income tax expense. The effective income tax rate for the year ended April
30, 1996 was 38.8%, compared to 63.0% for the year ended April 30, 1995. For
periods prior to January 1, 1995, Bear Communications was subject to taxation
under Subchapter S of the Code. Effective January 1, 1995, Bear Communications
elected to terminate its "S" corporation status and also changed its method of
accounting for

25
<PAGE> 27

income tax purposes from the cash basis to the accrual basis. The change in tax
status resulted in a charge to income tax expense of $693,000 for the year ended
April 30, 1995. On a pro forma basis, the effective income tax rate for the year
ended April 30, 1995 was 38.7%. 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,
1995 1995 1996 1996
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Revenues......................................... $17,216 $17,137 $13,381 $15,544
Gross profit..................................... 5,264 5,280 4,429 5,321
Operating income................................. 1,370 833 111 1,283
Net income....................................... 742 480 10 615
</TABLE>

<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,
1997 1997 1998
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Revenues......................................... $20,557 $24,816 $21,691
Gross profit..................................... 7,108 8,414 7,133
Operating income................................. 1,106 2,009 710
Net income....................................... 583 1,115 260
</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 COMMUNICATIONS, INC.

On March 31, 1998, the Company acquired substantially all of the assets of
Condor Communications, Inc., 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.

26
<PAGE> 28

Condor reported revenues of $51.4 million during the twelve months ended
December 31, 1997, an increase of 10.5% from revenues of $46.5 million in 1996.
This increase was due to increased shipments of two-way equipment to dealers.
Condor's gross profit decreased to $6.1 million in 1997 from $8.1 million in
1996. Condor's gross margin decreased to 11.9% in 1997 from 17.6% in 1996.
Condor's decreased gross profit and gross margin in 1997 was primarily due to
decreased sales of MPT-1327 systems, which have higher gross margins than
Condor's other products, and a reduction of sales in Eastern Europe, which
historically have resulted in higher gross margins than sales in other regions.
Condor's selling, general and administrative expenses decreased to $2.8 million
in 1997 from $3.9 million in 1996, primarily due to a reduction in bad debt
expense for 1997 compared to 1996. As a percentage of revenue, Condor's selling,
general and administrative expenses decreased to 5.5% in 1997 from 8.4% in 1996.
Condor's operating income decreased to $3.3 million, or 6.4% of revenue in 1997
from $4.3 million or 9.1% 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. However, because Condor's operating expenses
as a percentage of revenues historically have been lower than that of BearCom,
Condor historically has experienced higher operating income margins than
BearCom. 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.

LIQUIDITY AND CAPITAL RESOURCES

The Company historically has generated positive cash flows from operations.
In fiscal years 1995 and 1996, the Company generated $2.1 million and $3.1
million of cash flows from operations, respectively. During fiscal 1997 and the
nine months ended January 31, 1998, the Company used approximately $152,000 and
$58,000, respectively of cash in its operating activities. Additionally, capital
expenditures for property and equipment totaled approximately $1.1 million, $1.6
million, $2.1 million and $0.9 million for the years ended April 30, 1995, 1996
and 1997 and the nine months ended January 31, 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 12 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 $17.2 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 first two twelve-month periods
following the consummation of the Condor Acquisition, 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.

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 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 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.

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<PAGE> 29

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 March 31, 1998, the Company had
approximately $19.0 million of borrowings outstanding under the revolving line
of credit and approximately $6.0 million available for further advances
thereunder. The Senior Bank Facility requires, among other things, that the
Company maintain certain amounts of tangible working capital, not less than
$1,000 of quarterly net income and certain ratios with regard to debt and
tangible net worth.

As of January 31, 1998, the Company had working capital of approximately
$15.7 million and a current ratio of 2.5:1, 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, 1996 and 1997 and
January 31, 1998 were $6.7 million, $8.8 million and $13.8 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 January 31, 1998.

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 and 1997 and the nine
months ended January 31, 1998, discounts totaling $0.9 million, $1.7 million and
$0.9 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 and 1997 and the nine months ended January 31, 1998, the Company offset
operating expenses by $447,000, $608,000 and $440,000, 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. 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. 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.

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<PAGE> 30

BUSINESS

GENERAL

From fiscal 1993 to 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 12 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 the nine
months ended January 31, 1998 were $67.1 million, a 31% 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 $131.4 million and $112.7 million during fiscal 1997 and
the nine months ended January 31, 1998, respectively. 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.

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<PAGE> 31

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.

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<PAGE> 32

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 34 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-

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<PAGE> 33

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 1997
fiscal year, the Company mailed over 4.4 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 fall range of technical support and repair capabilities. In its 1997
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

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<PAGE> 34

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 34 field
offices, 29 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 additional top 100 metropolitan statistical areas in
the United States. In addition, the Company currently has two field offices
in Australia and one each in Venezuela and 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 12 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 1997, BearCom mailed over 4.4 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
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<PAGE> 35

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 18.6% for the nine months ended January 31, 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 1997
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 1997,
equipment sales accounted for 83% of the Company's revenues.

On September 1, 1997, the Company began marketing wireless equipment and
services of Nextel, 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.

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<PAGE> 36

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 1997, rentals accounted for
approximately 12% 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
1997, repair revenue accounted for approximately 4% 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 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 14 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.

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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 67% and
8%, respectively, of the Company's equipment revenues during the nine-month
period ended January 31, 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. Termination of the Company's relationship with Motorola or
any other significant manufacturers would have a material adverse effect on the
Company. 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. In fiscal 1997, BearCom sold products to
approximately 80% of the Fortune 100 companies and Condor sold products to
dealers in approximately 75 countries. In fiscal 1997, 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 1997. 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 Superbowl 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.

36
<PAGE> 38

SALES AND MARKETING

Overview. Wireless International markets its products and services through
both its field offices, catalog operations and export operations. 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 34 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 4.4 million catalogs and brochures during fiscal 1997 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.

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
37
<PAGE> 39

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 1997, 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,
fiscal 1997 and the nine-month period ended January 31, 1998 was 0.3%, 0.5% and
1.1%, respectively. Condor's bad debt expense as a percentage of total revenues
for calender 1995, 1996 and 1997 was 1.89%, 1.39% and 0.25%, respectively.
Condor's 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 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
38
<PAGE> 40

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

EMPLOYEES

As of April 1, 1998, BearCom had 467 employees, of whom 51 were corporate
employees, 172 were sales or rental managers or sales or rental representatives,
45 were shipping and distribution personnel, 25 were catalog distribution
employees, 104 were service technicians and 70 were in various other positions.
As of April 1, 1998, Condor employed 60 employees in various capacities. 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 each lease for an
additional one year period. In addition, the Company leases 35 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."

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.

39
<PAGE> 41

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)........... 57 Director
Morton L. Topfer(l)(2)............. 61 Director
</TABLE>

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

(1) Member of the Compensation Committee

(2) Member of the Audit 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 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

40
<PAGE> 42

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, Inc., 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; Managing General Partner of the partnership
that owns the Texas Rangers Baseball Team; 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.

SUMMARY COMPENSATION TABLE

The following table sets forth certain information regarding compensation
paid during the last fiscal year 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, 1997:

<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......................... 227,000 -- -- --
Chairman of the Board
Jerry Denham........................... 227,370 -- 25,642(3)
President
Gary Weber............................. 275,000 -- 94,250(2) --
Vice President
Kenneth H. Doll........................ 226,584 -- 26,516(4)
Vice President and Secretary
Brent A. Bisnar........................ 164,480 -- 12,167(5)
Vice President
</TABLE>

41
<PAGE> 43

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

(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 $17,452 of life insurance premiums paid by the Company, and $8,190
of employer matching contributions paid by the Company pursuant to the
Company's 401(k) Plan.

(4) Includes $19,330 of life insurance premiums paid by the Company, and $7,186
of employer matching contributions paid by the Company pursuant to the
Company's 401(k) Plan.

(5) Includes $3,977 of life insurance premiums paid by the Company, and $8,190
of employer matching contributions paid by the Company pursuant to the
Company's 401(k) Plan.

STOCK OPTION PLAN

Pursuant to the Wireless International 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 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 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 , 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.

42
<PAGE> 44

As of 1998, options to purchase shares had been granted
at the Offering price to certain directors, key employees and officers of the
Company.

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 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 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

During the Company's last completed fiscal year, the Board did not have a
compensation committee or other committee performing equivalent functions. As a
result, during the Company's last completed fiscal year, the entire Board was
responsible for establishing executive officer compensation.

CERTAIN TRANSACTIONS

On December 1, 1995, the Company lent to John P. Watson, the Chairman of
the Board of the Company, $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%. 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%. The greatest aggregate amount of principal
and interest outstanding under these five promissory notes during fiscal years
1995, 1996 and 1997 was $449,896, $1,492,596 and $1,589,581, respectively.
Amounts outstanding under all five notes are secured by shares of
Common Stock held by Mr. Watson. At January 31, 1998, the aggregate amount of
principal and interest outstanding under these five promissory notes was
approximately $1,662,320. 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.

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 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.

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
$104,777, $112,816 and $94,740 for the years ended April 30, 1995, 1996 and
1997,
43
<PAGE> 45

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. 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.

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth certain information concerning the
beneficial ownership of Common Stock, as of January 31, 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 BENEFICIALLY SHARES SHARES BENEFICIALLY
OWNED BEFORE THE BEING OWNED AFTER THE
OFFERING(1) OFFERED OFFERING(L)
------------------- ------- -------------------
BENEFICIAL OWNER NUMBER PERCENTAGE NUMBER NUMBER PERCENTAGE
<S> <C> <C> <C> <C> <C>
John P. Watson................................. 13.2%
Jerry Denham................................... 27.9%
Kenneth H. Doll................................ 24.9%
Edward W. Rose III............................. 8.1%
Brent A. Bisnar................................ 5.4%
Morton L. Topfer(2)............................ --
All directors and executive officers as a group
(9 persons).................................. 79.5%
</TABLE>

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

* less than one percent

(1) Shares beneficially owned and percentage of ownership are based on
shares of Common Stock outstanding before the Offering and 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
certain Selling Shareholders will sell approximately shares of Common
Stock to Mr. Topfer for consideration equal to the initial public offering
price, less underwriting discounts and commissions.

44
<PAGE> 46

DESCRIPTION OF CAPITAL STOCK

The Company has authorized capital stock consisting of shares of
Common Stock, $0.01 par value, and 1,000,000 shares of preferred stock, $0.01
par value. At December 31, 1997, there were shares of Common Stock
outstanding, owned by 21 holders of record, and there were no shares of
preferred stock outstanding. A total of 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."

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 Bylaws provides 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
45
<PAGE> 47

the Company; and (c) meetings of shareholders can 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 % of the outstanding Common Stock ( % if the
Underwriters' over-allotment option is exercised in full). Officers, directors
and certain shareholders of the Company, who will own % of the outstanding
shares following this offering ( % 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 the Representatives. See "Underwriting."

Upon completion of this offering, the Company will have shares of
Common Stock outstanding ( shares if the Underwriters' over-allotment
option is exercised in full). Of these shares, the shares sold in this
offering ( 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 shares held for more than one
year may be sold 90 days after the Company has been subject to the reporting
requirements of Section 13 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subject to the volume, manner of sale and other
limitations of Rule 144. Following the expiration or release from the 180-day
lock-up agreements with the representatives of the Underwriters, approximately
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 ( 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

46
<PAGE> 48

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.

Subject to certain limitations on the aggregate offering price of a
transaction and other conditions, Rule 701 under the Securities Act may be
relied upon with respect to the resale of shares of Common Stock originally
purchased from the Company by its employees, directors and officers prior to the
date the Company becomes subject to the reporting requirements of the Exchange
Act pursuant to written compensatory benefit plans or written contracts relating
to the compensation of such persons. Shares of Common Stock issued in reliance
on Rule 701 are "restricted shares" and, beginning 90 days after the Company
becomes subject to the reporting requirements of the Exchange Act, may be sold
by persons other than affiliates, subject to the provisions regarding
manner-of-sale under Rule 144, and by affiliates under Rule 144 without
compliance with its one-year minimum holding period requirements.

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. After the effective date of
that registration statement, shares purchased upon exercise of options granted
pursuant to the Plan 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 , 1998, there were options
outstanding to purchase a total of shares of Common Stock, of which
options to purchase shares 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.............................................
=======
</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.

47
<PAGE> 49

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.

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 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.

Application has been made for the Common Stock to be approved for quotation
on Nasdaq under the trading symbol "WIIN."

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

48
<PAGE> 50

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 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. A
partner of Gardere & Wynne, L.L.P. owns shares of Common Stock of the
Company.

EXPERTS

The consolidated financial statements of Wireless International, Inc. and
subsidiaries as of April 30, 1996 and 1997 and January 31, 1998, and for each of
the years in the three-year period ended April 30, 1997 and the nine months
ended January 31, 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.

49
<PAGE> 51

WIRELESS INTERNATIONAL, INC. AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Wireless International, Inc.
Independent Auditors' Report.............................. F-2
Consolidated Balance Sheets as of April 30, 1996 and 1997
and January 31, 1998................................... F-3
Consolidated Statements of Income for the years ended
April 30, 1995, 1996 and 1997 and the nine months ended
January 31, 1997 (unaudited) and 1998.................. F-4
Consolidated Statements of Shareholders' Equity for the
years ended April 30, 1995, 1996 and 1997 and the nine
months ended January 31, 1998.......................... F-5
Consolidated Statements of Cash Flows for the years ended
April 30, 1995, 1996 and 1997 and the nine months ended
January 31, 1997 (unaudited) and 1998.................. F-6
Notes to Consolidated Financial Statements................ F-7
Schedule II -- Valuation and Qualifying Accounts.......... F-16
Condor Communications, Inc.
Independent Auditors' Report.............................. F-17
Combined Balance Sheets as of December 31, 1996 and
1997................................................... F-18
Combined Statements of Operations for the years ended
December 31, 1995, 1996 and 1997....................... F-19
Combined Statements of Stockholders' Equity for the years
ended December 31, 1995, 1996 and 1997................. F-20
Combined Statements of Cash Flows for the years ended
December 31, 1995, 1996 and 1997....................... F-21
Notes to Combined Financial Statements.................... F-22
</TABLE>

F-1
<PAGE> 52

[KPMG PEAT MARWICK LLP]

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Wireless International, Inc.:

We have audited the consolidated financial statements of Wireless
International, Inc. and subsidiaries as listed in the accompanying index. In
connection with our audits of the consolidated financial statements, we also
have audited the financial statement schedule as listed in the accompanying
index. 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 Wireless
International, Inc. and subsidiaries as of April 30, 1996 and 1997 and January
31, 1998, and the results of their operations and their cash flows for each of
the years in the three-year period ended April 30, 1997 and the nine months
ended January 31, 1998, in conformity with generally accepted accounting
principles.

KPMG PEAT MARWICK LLP

Dallas, Texas
March 27, 1998, except as to note 13,
which is as of March 31, 1998

F-2
<PAGE> 53

WIRELESS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

ASSETS (Note 8)

<TABLE>
<CAPTION>
APRIL 30,
------------------------- JANUARY 31,
1996 1997 1998
----------- ----------- -----------
<S> <C> <C> <C>
Current assets:
Cash................................................ $ 93,310 $ 185,309 $ 58,632
Receivables (notes 4, 6 and 11)..................... 6,905,730 8,854,035 13,989,964
Inventory........................................... 6,610,377 8,229,486 10,282,578
Prepaid expenses and other.......................... 1,171,877 1,812,502 1,645,391
----------- ----------- -----------
Total current assets........................ 14,781,294 19,081,332 25,976,565
----------- ----------- -----------
Notes and interest receivable from employees (note
6).................................................. 819,296 851,281 875,270
Fixed assets, net (notes 5 and 9)..................... 3,667,246 4,285,702 6,395,995
Costs in excess of tangible net assets acquired, net
(note 3)............................................ 467,830 1,916,567 7,680,424
Other assets.......................................... 311,494 310,282 290,379
----------- ----------- -----------
$20,047,160 $26,445,164 $41,218,633
=========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Note payable to bank (note 7)....................... $ 5,554,749 $ -- $ --
Accounts payable.................................... 1,710,159 3,106,712 4,534,891
Accrued expenses.................................... 1,239,117 2,061,837 2,962,571
Current maturities of long-term debt (note 8)....... 67,936 105,773 1,357,115
Current maturities of obligations under capital
leases (note 9).................................. 78,609 84,658 70,812
Federal income taxes payable........................ 883,720 -- 1,243,359
Deferred income taxes (note 10)..................... 920,524 497,735 58,626
----------- ----------- -----------
Total current liabilities................... 10,454,814 5,856,715 10,227,374
----------- ----------- -----------
Long-term debt, less current maturities (note 8)...... -- 9,398,739 17,917,506
Obligations under capital leases, less current
maturities (note 9)................................. 186,300 98,135 49,324
Deferred income taxes (note 10)....................... 400,558 203,206 183,870
Shareholders' equity (notes 6 and 8):
Preferred stock, $.01 par value; authorized
1,000,000 shares, none issued.................... -- -- --
Common stock, $.01 par value; authorized 10,000,000
shares, 10,372.5 shares issued and outstanding... 103 103 103
Additional paid-in capital.......................... 3,823,563 3,823,563 3,823,563
Cumulative currency translation adjustment.......... 16,536 (2,886) (8,916)
Note receivable from shareholder.................... (933,300) (933,300) (933,300)
Retained earnings................................... 6,098,586 8,000,889 9,959,109
----------- ----------- -----------
Total shareholders' equity.................. 9,005,488 10,888,369 12,840,559
Commitments (notes 6 and 9)
----------- ----------- -----------
$20,047,160 $26,445,164 $41,218,633
=========== =========== ===========
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE> 54

WIRELESS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED APRIL 30, JANUARY 31,
--------------------------------------- -------------------------
1995 1996 1997 1997 1998
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Product sales.................... $48,686,333 $54,131,117 $57,863,686 $42,621,138 $52,672,374
Rental income.................... 7,867,820 9,146,929 11,777,819 8,732,842 14,391,705
----------- ----------- ----------- ----------- -----------
56,554,153 63,278,046 69,641,505 51,353,980 67,064,079
----------- ----------- ----------- ----------- -----------
Cost of sales of products........ 37,920,912 41,007,241 43,007,604 32,737,991 42,533,720
Rental operating expenses........ 1,449,758 1,976,587 3,267,282 1,556,115 1,875,672
----------- ----------- ----------- ----------- -----------
39,370,670 42,983,828 46,274,886 34,294,106 44,409,392
----------- ----------- ----------- ----------- -----------
Gross profit........... 17,183,483 20,294,218 23,366,619 17,059,874 22,654,687
Selling, general and
administrative expenses........ 13,623,153 16,697,029 19,757,789 14,085,273 18,829,735
----------- ----------- ----------- ----------- -----------
Operating income....... 3,560,330 3,597,189 3,608,830 2,974,601 3,824,952
Interest expense................. 518,574 544,054 594,872 431,544 846,985
Other (income) expense, net...... 70,283 31,050 (68,078) (56,558) (94,730)
Loss (gain) on disposal of assets
(note 6)....................... 232,095 2,003 (5,313) (650) --
----------- ----------- ----------- ----------- -----------
Income before income
taxes................ 2,739,378 3,020,082 3,087,349 2,600,265 3,072,697
Income taxes (note 10)........... 1,726,395 1,173,335 1,185,046 998,083 1,114,477
----------- ----------- ----------- ----------- -----------
Net income............. $ 1,012,983 $ 1,846,747 $ 1,902,303 $ 1,602,182 $ 1,958,220
=========== =========== =========== =========== ===========
Pro forma income data (unaudited)
(note 1(h)):
Net income as reported......... 1,012,983 $ 1,846,747 $ 1,902,303 $ 1,602,182 $ 1,958,220
=========== =========== =========== ===========
Pro forma adjustment for
income tax................ 666,363
-----------
Pro forma net income........ $ 1,679,346
===========
Earnings per share:
Basic.......................... $ 108.51 $ 194.80 $ 183.40 $ 154.46 $ 188.79
=========== =========== =========== =========== ===========
Diluted........................ $ 108.51 $ 194.80 $ 183.40 $ 154.46 $ 188.79
=========== =========== =========== =========== ===========
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE> 55

WIRELESS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED APRIL 30, 1995, 1996 AND 1997
AND NINE MONTHS ENDED JANUARY 31, 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, 1994...... 9,335.5 $ 93 $2,890,273 $ -- $ -- $3,661,772 $ 6,552,138
Net income..................... -- -- -- -- -- 1,012,983 1,012,983
-------- ---- ---------- -------- --------- ---------- -----------
Balance at April 30, 1995...... 9,335.5 93 2,890,273 -- -- 4,674,755 7,565,121
Net income..................... -- -- -- -- -- 1,846,747 1,846,747
Issuance of common stock
(note 6)..................... 1,037.0 10 933,290 -- (933,300) -- --
Currency translation gain...... -- -- -- 16,536 -- -- 16,536
Distributions to shareholders
(note 1(h)).................. -- -- -- -- -- (422,916) (422,916)
-------- ---- ---------- -------- --------- ---------- -----------
Balance at April 30, 1996...... 10,372.5 103 3,823,563 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...... 10,372.5 103 3,823,563 (2,886) (933,300) 8,000,889 10,888,369
Net income..................... -- -- -- -- -- 1,958,220 1,958,220
Currency translation loss...... -- -- -- (6,030) -- -- (6,030)
-------- ---- ---------- -------- --------- ---------- -----------
Balance at January 31, 1998.... 10,372.5 $103 $3,823,563 $ (8,916) $(933,300) $9,959,109 $12,840,559
======== ==== ========== ======== ========= ========== ===========
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE> 56

WIRELESS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED APRIL 30, JANUARY 31,
--------------------------------------- -------------------------
1995 1996 1997 1997 1998
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income......................... $ 1,012,983 $ 1,846,747 $ 1,902,303 $ 1,602,182 $ 1,958,220
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization
expense....................... 1,158,803 1,169,918 1,643,732 1,048,572 1,524,679
Loss (gain) on disposal of
assets........................ 232,095 2,003 (5,313) -- --
Deferred income taxes............ 1,313,669 (488,222) (620,141) 17,688 (458,445)
Changes in operating assets and
liabilities, exclusive of
effects of acquisitions:
Receivables................... (69,480) (1,204,415) (1,673,922) (1,218,977) (4,255,599)
Inventory..................... (1,034,006) 1,355,884 (1,486,281) (3,328,952) (1,706,760)
Prepaid expenses and other.... (280,234) (162,610) (662,825) (770,097) 181,411
Notes and interest receivable
from employees.............. (19,930) 7,800 (31,985) (23,989) (23,989)
Accounts payable.............. (500,839) (871,536) 1,031,059 1,782,015 1,274,035
Accrued expenses.............. 53,211 824,683 931,675 1,095,250 208,201
Federal income taxes
payable..................... 197,631 571,302 (1,180,216) (263,625) 1,240,299
----------- ----------- ----------- ----------- -----------
Net cash provided by (used
in) operating
activities................ 2,063,903 3,051,554 (151,914) (59,933) (57,948)
----------- ----------- ----------- ----------- -----------
Cash flows used in investing
activities:
Additions to fixed assets.......... (1,053,542) (1,555,018) (2,127,139) (1,888,844) (891,262)
Increase in notes receivable from
employees........................ (175,000) (52,200) -- -- --
Net cash paid as a result of
acquisitions..................... -- -- (1,073,664) (1,073,664) (8,811,010)
----------- ----------- ----------- ----------- -----------
Net cash used in investing
activities................ (1,228,542) (1,607,218) (3,200,803) (2,962,508) (9,702,272)
----------- ----------- ----------- ----------- -----------
Cash flows from financing activities:
Decrease in notes payable to
bank............................. (845,146) (1,127,433) -- -- --
Increase in long-term debt......... -- -- 3,589,261 3,237,073 9,768,767
Repayment of long-term debt........ (231,434) (107,556) (62,429) (69,606) (59,710)
Distributions to shareholders...... -- (422,916) -- -- --
Increase (decrease) in obligations
under capital leases............. (64,237) 80,636 (82,116) (66,040) (75,514)
----------- ----------- ----------- ----------- -----------
Net cash provided by (used
in) financing
activities................ (1,140,817) (1,577,269) 3,444,716 3,101,427 9,633,543
----------- ----------- ----------- ----------- -----------
Net increase (decrease) in cash...... (305,456) (132,933) 91,999 78,986 (126,677)
Cash at beginning of period.......... 531,699 226,243 93,310 93,310 185,309
----------- ----------- ----------- ----------- -----------
Cash at end of period................ $ 226,243 $ 93,310 $ 185,309 $ 172,296 $ 58,632
=========== =========== =========== =========== ===========
</TABLE>

See accompanying notes to consolidated financial statements.

F-6
<PAGE> 57

WIRELESS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 1995, 1996 AND 1997 AND JANUARY 31, 1998

(1) GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) General

Wireless International, 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 Wireless International, 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 $279,978 and $196,413 at April 30, 1996 and 1997,
respectively, and $374,565 at January 31, 1998.

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 $65,840 and $98,889 at April 30, 1996 and 1997, respectively,
and $271,538 at January 31, 1998.

(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. Rental
income is recognized when earned.

(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 $706,926 and $1,413,898 at April 30, 1996

F-7
<PAGE> 58
WIRELESS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

and 1997, respectively, and $1,295,453 at January 31, 1998. Advertising expense
was $1,668,599, $1,654,995 and $1,459,592 for the years ended April 30, 1995,
1996 and 1997, respectively, and $1,568,036 for the nine months ended January
31, 1998.

(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.

(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.

For periods prior to January 1, 1995, Bear Communications was subject to
taxation under Subchapter S of the Internal Revenue 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 stockholders of Bear
Communications. Effective January 1, 1995, Bear Communications terminated its
Subchapter S election. In connection with this change, Bear Communications also
changed its method of accounting for income tax purposes from the cash basis to
the accrual basis. For periods subsequent to January 1, 1995, income taxes have
been provided for Bear Communications using the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" (Statement
109) and are included in the consolidated financial statements. The effect of
initial implementation of Statement 109 for Bear Communications at January 1,
1995 due to the change in tax status was a charge to income tax expense of
$693,225.

The unaudited pro forma income tax data included in the consolidated
statement of income for the year ended April 30, 1995 has been determined after
computing federal income taxes as if Bear Communications had been directly
responsible for federal income taxes for all periods presented using the asset
and liability method of accounting for income taxes as prescribed in Statement
109. In connection with the change in tax status, Bear Communications made
distributions to its shareholders in a tax-free distribution of $422,916
representing previously taxed but undistributed earnings.

(i) Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted
average number of common shares outstanding. Diluted earnings 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 weighted average number of shares outstanding for the years ended April
30, 1995 and 1996 were 9,335.5 and 9,480.3, respectively. The weighted average
number of shares outstanding for the year ended April 30, 1997, and the nine
months ended January 1997 and 1998 were 10,372.5. Potentially dilutive
securities were not considered to be dilutive for the years ended April 30,
1995, 1996 or 1997, or the nine months ended January 31, 1997 and 1998.

F-8
<PAGE> 59
WIRELESS INTERNATIONAL, 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, 1996 or 1997 or
January 31, 1998.

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

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED APRIL 30, JANUARY 31,
---------------------------------- ----------------------
1995 1996 1997 1997 1998
-------- ---------- ---------- ----------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Interest paid................... $529,922 $ 547,790 $ 595,592 $ 414,020 $774,350
======== ========== ========== ========== ========
Income taxes paid............... $206,776 $1,186,517 $2,798,863 $2,225,160 $ --
======== ========== ========== ========== ========
</TABLE>

Noncash transactions consist of the sale of land and a building to an
officer of the Company in fiscal 1995 in exchange for a note and the sale of
common stock to an officer of the Company in fiscal 1996 in exchange for a full
recourse note (see note 6).

(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 6,223.5 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.

F-9
<PAGE> 60
WIRELESS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The results of operations previously reported by the separate companies and
the combined amounts presented in the accompanying consolidated financial
statements are summarized below for the year ended April 30, 1995:

<TABLE>
<S> <C>
Net sales:
Page-Com...................................... $33,688,000
Bear Communications........................... 22,866,000
-----------
Combined...................................... $56,554,000
===========
Net income:
Page-Com...................................... $ 579,000
Bear Communications........................... 434,000
-----------
Combined...................................... $ 1,013,000
===========
</TABLE>

Pro forma net income data giving effect to income tax adjustments necessary
to present Bear Communication's net income as if it were subject to federal
income taxes for the year ended April 30, 1995 follows (unaudited, see note
1(h)):

<TABLE>
<S> <C>
Page-Com......................................... $ 579,000
Bear Communications.............................. 1,100,000
----------
Combined......................................... $1,679,000
==========
</TABLE>

Prior to the combination, Bear Communication's fiscal year end was December
31. In recording the pooling-of-interests combination, Bear Communication's
financial statements were adjusted to reflect an April 30 year-end for all prior
years presented, consistent with Page-Com. Accordingly, the Bear Communication's
financial statements were combined with the Page-Com financial statements for
the same periods.

(3) ACQUISITIONS

During the year ended April 30, 1997 and the nine months ended January 31,
1998, the Company acquired several communication equipment businesses. The
Company used the purchase method to account for these acquisitions. The results
of the acquired operations have been included in the Company's consolidated
statements of income from the acquisition dates.

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

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ENDED
APRIL 30, JANUARY 31,
1997 1998
---------- -----------
<S> <C> <C>
Net working capital (deficit)............................... $ (74,000) $ 336,683
Property and equipment...................................... 86,000 2,554,487
Costs in excess of tangible net assets acquired............. 1,482,000 5,919,840
---------- ----------
$1,494,000 $8,811,010
========== ==========
</TABLE>

The acquisitions 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 during the nine months ended
January 31, 1998 were funded in cash.

F-10
<PAGE> 61
WIRELESS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Unaudited pro forma financial information for the years ended April 30,
1996 and 1997 as though the acquisitions had taken place on May 1, 1995 follows:

<TABLE>
<CAPTION>
YEARS ENDED APRIL 30
--------------------------
1996 1997
----------- -----------
<S> <C> <C>
Net sales and rental income............................... $78,916,000 $85,279,000
Net income................................................ 1,768,000 2,222,000
Earnings per share:
Basic................................................... 186.49 214.22
Diluted................................................. 186.49 214.22
</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,
------------------------ JANUARY 31,
1996 1997 1998
---------- ---------- -----------
<S> <C> <C> <C>
Trade......................................... $6,671,926 $8,810,525 $13,814,333
Federal income taxes.......................... -- 57,975 --
State income taxes............................ 96,260 117,184 --
Other......................................... 287,544 229,787 970,922
---------- ---------- -----------
7,055,730 9,215,471 14,785,255
Less allowance for doubtful accounts.......... 150,000 361,436 795,291
---------- ---------- -----------
$6,905,730 $8,854,035 $13,989,964
========== ========== ===========
</TABLE>

(5) FIXED ASSETS

<TABLE>
<CAPTION>
APRIL 30,
------------------------ JANUARY 31,
1996 1997 1998
---------- ---------- -----------
<S> <C> <C> <C>
Land and building............................. $ -- $ -- $ 350,000
Equipment and fixtures........................ 3,085,553 3,472,650 4,358,470
Rental equipment.............................. 3,926,679 5,181,432 7,386,381
Leasehold improvements........................ 290,628 304,376 304,376
---------- ---------- -----------
7,302,860 8,958,458 12,399,227
Less accumulated depreciation................. 3,635,614 4,672,756 6,003,232
---------- ---------- -----------
$3,667,246 $4,285,702 $ 6,395,995
========== ========== ===========
</TABLE>

(6) RELATED PARTY TRANSACTIONS

The Company has notes and interest receivable from a shareholder/officer
related to cash advances of $559,296 and $656,281 at April 30, 1996 and 1997,
respectively, and $729,020 at January 31, 1998. The notes bear interest at 7%
with all unpaid interest and principal due in May 1999. The notes are secured by
222 shares of the Company's common stock. In a separate transaction, this
officer exercised options in December 1995 to acquire 1,037 shares of Page-Com's
common stock at a price of $900 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.

F-11
<PAGE> 62
WIRELESS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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 recognized a loss
on disposal of the property of approximately $180,000 which is included in the
consolidated statement of income for the year ended April 30, 1995. 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 and 1997 and $70,688 for the nine months ended January 31, 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 $104,777, $112,816 and $94,740 for the years ended April 30, 1995, 1996 and
1997, respectively and $71,055 for the nine months ended January 31, 1998.

At April 30, 1995, Bear had outstanding advances to officers of $167,000
which were repaid in the year ended April 30, 1996. At April 30, 1997, the
Company had outstanding advances to a shareholder/officer of $33,000 (none at
January 31, 1998).

(7) NOTE PAYABLE TO BANK

The Company had a short-term line of credit with a bank for borrowings of
up to $9,000,000 at April 30, 1996. Borrowings were secured by substantially all
the assets of the Company. The line of credit was due on October 2, 1996, and
amended on November 1, 1996. The amendment, in addition to other changes,
extended the due date of the note, resulting in a reclassification of borrowings
under the line of credit from short-term to long-term (see note 8).

(8) LONG-TERM DEBT

Long-term debt at April 30, 1996 and 1997 and January 31, 1998 consists of
the following:

<TABLE>
<CAPTION>
APRIL 30
--------------------- JANUARY 31,
1996 1997 1998
------- ---------- -----------
<S> <C> <C> <C>
Revolving line of credit........................ $ -- $7,964,010 $14,210,838
Acquisition line of credit...................... -- 1,180,000 --
Term note....................................... -- -- 4,791,666
Note payable, interest at 8.5%, due in annual
installments through June 2000................ -- 300,000 239,713
Automobile loans, interest ranging 8.5% to 14%,
due in monthly installments through December
2000.......................................... -- 60,502 32,404
Note payable, interest at 7%, due in monthly
installments through March 1997............... 67,936 -- --
------- ---------- -----------
67,936 9,504,512 19,274,621
Less current maturities......................... 67,936 105,773 1,357,115
------- ---------- -----------
$ -- $9,398,739 $17,917,506
======= ========== ===========
</TABLE>

The Company has a credit agreement with a bank (the "Senior Bank
Facility"), as amended on August 29, 1997, which provides for borrowings of up
to $20,000,000 in the form of a $15,000,000 working capital line of credit
("revolving line of credit") and a $5,000,000 acquisition line of credit. The
revolving line of credit bears interest at either an adjusted LIBOR rate (5.6%
at January 31, 1998) plus 1.25% or at the bank's prime rate (8.5% at January 31,
1998). At the request of the Company, the bank may issue letters of

F-12
<PAGE> 63
WIRELESS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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 revolving line of
credit is due on November 5, 1999. The agreement was amended on March 27, 1998
to increase the amount available under the revolving line of credit to
$25,000,000. 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. Borrowings under the Senior Credit Facility are
secured by substantially all the assets of the Company.

The acquisition line of credit bears interest at either an adjusted LIBOR
rate plus 1.35% or at the bank's prime rate. The acquisition line of credit
converted to a term note on November 5, 1997, at which time the Company became
required to repay the amount of all principal outstanding in equal monthly
installments through November 5, 2001.

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 certain financial ratios. At January 31, 1998,
the Company was not in compliance with one of the financial covenants. In the
March 27, 1998 amendment, the bank waived the requirement to meet certain
financial covenants through May 31, 1998 and agreed to reset those covenants as
a result of the Condor acquisition (see note 13). The fair market value of the
note payable to bank is estimated to approximate the related book value based on
current market rates.

(9) LEASES

The Company leases certain of its operating facilities and equipment under
both capital and operating leases. At January 31, 1998, minimum rental payments
under these leases are as follows:

<TABLE>
<CAPTION>
YEAR ENDED JANUARY 31 CAPITAL OPERATING
--------------------- -------- ----------
<S> <C> <C>
1999...................................................... $ 79,444 $1,008,433
2000...................................................... 41,820 579,026
2001...................................................... 11,070 300,693
2002...................................................... -- 76,335
2003...................................................... -- --
-------- ----------
Total minimum payments due........................ 132,334 $1,964,487
==========
Less amount representing interest......................... 12,198
--------
Present value of minimum lease payments........... 120,136
Less current maturities of obligations under capital
leases................................................. 70,812
--------
Obligations under capital leases, less current
maturities............................................. $ 49,324
========
</TABLE>

At April 30, 1996 and 1997 and January 31, 1998, equipment and fixtures and
related accumulated amortization recorded under capital leases were as follows:

<TABLE>
<CAPTION>
APRIL 30,
-------------------- JANUARY 31,
1996 1997 1998
-------- -------- -----------
<S> <C> <C> <C>
Equipment and fixtures............................. $296,514 $372,282 $372,282
Less accumulated amortization...................... 123,721 198,206 272,662
-------- -------- --------
$172,793 $174,076 $ 99,620
======== ======== ========
</TABLE>

Rental expense under operating leases was $393,616, $500,525 and $594,329
for the years ended April 30, 1995, 1996 and 1997, respectively, and $606,921
for the nine months ended January 31, 1998.

F-13
<PAGE> 64
WIRELESS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(10) INCOME TAXES

Income tax expense for the years ended April 30, 1995, 1996 and 1997 and
for the nine months ended January 31, 1997 and 1998 consists of:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
APRIL 30, JANUARY 31,
------------------------------------ ------------------------
1995 1996 1997 1997 1998
---------- ---------- ---------- ----------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Current:
Federal............. $ 367,606 $1,511,129 $1,627,956 $1,371,117 $1,301,532
Foreign............. -- -- -- -- 56,261
State............... 45,120 150,428 177,231 149,269 215,129
---------- ---------- ---------- ---------- ----------
412,726 1,661,557 1,805,187 1,520,386 1,572,922
Deferred................. 1,313,669 (488,222) (620,141) (522,303) (458,445)
---------- ---------- ---------- ---------- ----------
$1,726,395 $1,173,335 $1,185,046 $ 998,083 $1,114,477
========== ========== ========== ========== ==========
</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>
NINE MONTHS ENDED
APRIL 30, JANUARY 31,
------------------------------------ ------------------------
1995 1996 1997 1997 1998
---------- ---------- ---------- ----------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Expected tax expense..... $ 931,389 $1,026,828 $1,049,699 $884,090 $1,044,717
Termination of Bear
Communications
Subchapter S
election............... 693,225 -- -- -- --
State income taxes, net
of federal benefit..... 29,779 99,282 116,972 98,518 141,985
Other.................... 72,002 47,225 18,375 15,475 (72,225)
---------- ---------- ---------- -------- ----------
Actual tax expense....... $1,726,395 $1,173,335 $1,185,046 $998,083 $1,114,477
========== ========== ========== ======== ==========
</TABLE>

F-14
<PAGE> 65
WIRELESS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The tax effects of temporary differences that give rise to significant
portions of deferred tax assets and liabilities at April 30, 1996 and 1997 and
January 31, 1998 are as follows:

<TABLE>
<CAPTION>
APRIL 30,
---------------------- JANUARY 31,
1996 1997 1998
---------- -------- -----------
<S> <C> <C> <C>
Deferred tax assets:
Allowance for doubtful accounts................ $ 58,500 $140,960 $310,163
Inventory obsolescence reserve................. 109,191 76,601 146,080
Other.......................................... 112,922 24,319 44,875
---------- -------- --------
Total gross deferred tax assets........ 280,613 241,880 501,118
---------- -------- --------
Deferred tax liabilities:
Fixed assets................................... 400,558 203,206 185,930
Prepaid expenses and other..................... 306,819 582,537 534,284
Unapplied receipts............................. 239,176 157,078 23,400
Use of cash method by Bear Communications (note
1(h))....................................... 655,142 -- --
---------- -------- --------
Total gross deferred tax liabilities... 1,601,695 942,821 743,614
---------- -------- --------
Net deferred tax liability............. $1,321,082 $700,941 $242,496
========== ======== ========
</TABLE>

No valuation allowances were considered necessary at April 30, 1996 or 1997
or January 31, 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.

(11) 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 1995, 1996 or 1997 or for the nine months ended January 31, 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.

(12) 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 $152,630,
$198,599 and $240,977 for the years ended April 30, 1995, 1996 and 1997,
respectively, and $220,214 for the nine months ended January 31, 1998 were
charged to expense.

(13) SUBSEQUENT EVENT

In March 1998, the Company entered into a transaction to purchase certain
assets of three related entities which sell communication equipment. The
purchase price of $7,000,000 was financed through borrowings under the long-term
debt arrangement. The agreement also requires additional consideration of
$3,000,000 to be paid over the next two years should the income of the acquired
entities reach certain targets. The acquisition will be accounted for using the
purchase method of accounting. Accordingly, the purchase price will be allocated
to the net assets acquired based on their estimated fair values.

F-15
<PAGE> 66

SCHEDULE II
WIRELESS INTERNATIONAL, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO DEDUCTIONS BALANCE AT
BEGINNING OF CHARGED TO OTHER (PRIMARILY END OF
DESCRIPTION PERIOD EARNINGS ACCOUNTS WRITE-OFFS) YEAR
- ----------- ------------ ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Year ended April 30, 1995:
Allowance for doubtful accounts.......... $ 19,403 $ 50,071 $ -- $ 11,474 $ 58,000
======== ======== ==== ======== ========
Reserve for inventory obsolescence....... 180,000 270,000 -- 220,000 230,000
======== ======== ==== ======== ========
Accumulated amortization................. 36,275 16,810 -- -- 53,085
======== ======== ==== ======== ========
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
======== ======== ==== ======== ========
Nine months ended January 31, 1998:
Allowance for doubtful accounts.......... $361,436 $725,161 $ -- $291,306 $795,291
======== ======== ==== ======== ========
Reserve for inventory obsolescence....... 196,413 235,000 -- 56,848 374,565
======== ======== ==== ======== ========
Accumulated amortization................. 98,889 172,649 -- -- 271,538
======== ======== ==== ======== ========
</TABLE>

F-16
<PAGE> 67

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

INDEPENDENT AUDITORS' REPORT

[TO COME]

F-17
<PAGE> 68

CONDOR COMMUNICATIONS, INC., ETAL

COMBINED BALANCE SHEETS
DECEMBER 31, 1996, AND 1997

ASSETS

<TABLE>
<CAPTION>
1996 1997
----------- ----------
<S> <C> <C>
Current assets:
Cash...................................................... $ 174,757 $ 90,118
Receivables, net of allowance of and at December
31, 1996 and 1997, respectively........................ 4,982,848 6,120,127
Advances to suppliers..................................... 365,081 597,818
Inventory................................................. 2,210,193 1,947,709
Prepaid expenses.......................................... -0- 4,928
----------- ----------
Total Current Assets.............................. 7,732,879 8,760,700
----------- ----------
Fixed assets, net......................................... 925,440 931,607
Investment in subsidiary.................................. 211,108 242,253
Other assets.............................................. 4,800 4,800
----------- ----------
$ 8,874,227 $9,939,360
=========== ==========

LIABILITIES AND STOCKHOLDER'S EQUITY

Current Liabilities:
Accounts Payable.......................................... $ 2,206,260 $2,538,515
Accrued Expenses.......................................... 18,000 33,029
----------- ----------
Total current liabilities......................... 2,224,260 2,571,544
----------- ----------
Stockholders' equity:
Common stock.............................................. 500 500
Additional paid in capital................................ 750 750
Retained earnings......................................... 6,648,717 7,366,566
----------- ----------
Total stockholders' equity........................ 6,649,967 7,367,816
----------- ----------
Contingency
$ 8,874,227 $9,939,360
=========== ==========
</TABLE>

F-18
<PAGE> 69

CONDOR COMMUNICATIONS, INC., ETAL

COMBINED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997

<TABLE>
<CAPTION>
1995 1996 1997
----------- ----------- -----------
<S> <C> <C> <C>
Sales............................................... $45,416,363 $46,528,330 $51,400,126
Cost of sales....................................... 38,443,592 38,360,275 45,270,476
----------- ----------- -----------
Gross profit...................................... 6,972,771 8,168,055 6,129,650
Selling, general and administrative expenses........ 4,894,142 3,917,223 2,822,674
----------- ----------- -----------
Operating income.................................. 2,078,629 4,250,832 3,306,976
Interest expense.................................... 1,679 586 12,716
Other (income) expense, net......................... (133,380) 61,849 40,772
----------- ----------- -----------
Net Income........................................ $ 2,210,330 $ 4,188,397 $ 3,253,488
=========== =========== ===========
</TABLE>

See Auditors' Report and notes to financial statements.

F-19
<PAGE> 70

CONDOR COMMUNICATIONS, INC. ETAL

COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997

<TABLE>
<CAPTION>
TOTAL
ADDITIONAL PAID RETAINED STOCKHOLDERS'
COMMON STOCK IN CAPITAL EARNINGS EQUITY
------------ --------------- ----------- -------------
<S> <C> <C> <C> <C>
Balance at December 31, 1994.......... $500 $750 $ 3,429,446 $ 3,430,696
Net income............................ -- -- 2,210,330 2,210,330
Distributions......................... -- -- (1,076,834) (1,076,834)
---- ---- ----------- -----------
Balance at December 31, 1995.......... 500 750 4,562,942 4,564,192
Net income............................ -- -- 4,188,397 4,188,394
Distributions......................... -- -- (2,102,622) (2,102,619)
---- ---- ----------- -----------
Balance at December 31, 1996.......... 500 750 6,648,717 6,649,967
Net income............................ -- -- 3,253,488 3,253,488
Distributions......................... -- -- (2,535,639) (2,535,639)
---- ---- ----------- -----------
Balance at December 31, 1997.......... $500 $750 $ 7,366,566 $ 7,367,816
==== ==== =========== ===========
</TABLE>

F-20
<PAGE> 71

CONDOR COMMUNICATIONS, INC. ETAL

COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997

<TABLE>
<CAPTION>
1995 1996 1997
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income............................................ $ 2,210,330 $ 4,188,397 $ 3,253,488
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation expense................................ 146,069 210,932 150,000
Changes in operating assets and liabilities:
Receivables...................................... (1,926,770) (774,852) (1,137,279)
Advances to suppliers............................ 258,531 (365,081) (232,737)
Inventory........................................ (1,579,823) 1,009,000 262,484
Prepaid expenses................................. 4,714 -- (4,928)
Accounts payable................................. 1,949,961 (1,598,717) 332,255
Customer deposits................................ (307,500) -- --
Accrued expenses................................. 31,772 (13,772) 15,029
----------- ----------- -----------
Net cash provided by operating activities... 787,284 2,655,907 2,638,312
Cash flows from investing activities:
Additions to fixed assets........................ (178,161) (330,146) (156,167)
Investment in subsidiary......................... -- (211,108) (31,145)
Decrease (increase) in other assets.............. 3,528 (2,000) --
----------- ----------- -----------
Net cash used in investing activities....... (174,633) (543,254) (187,312)
Cash flows from financing activities:
Proceeds (payments) under the line of credit..... 170,000 (170,000) --
Distributions to stockholders.................... (1,253,963) (2,102,622) (2,535,639)
----------- ----------- -----------
Net cash used in financing activities....... (1,083,963) (2,272,622) (2,535,639)
Net decrease in cash.................................. (471,312) (159,969) (84,639)
Cash at beginning of period........................... 806,038 334,726 174,757
----------- ----------- -----------
Cash at end of period................................. $ 334,726 $ 174,757 $ 90,118
=========== =========== ===========
</TABLE>

F-21
<PAGE> 72

CONDOR COMMUNICATIONS, INC., ETAL

NOTES TO COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997

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

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.

BASIS OF COMBINATION

The combined financial statements include the accounts of Condor
Communications, Inc., Condor Communications, Ltd., Condor East, Spol, SRO, and
Condor Prague, SRO. All significant intercompany accounts and transactions have
been eliminated in combination.

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.

INVENTORY

Inventory is stated at the lower of cost or market. Cost is determined by
using the first in first out method, and is stated net of reserves.

FIXED ASSETS

Property and equipment are stated at cost. Depreciation has been provided
using accelerated methods over the following estimated useful lives:

<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>

Expenditures for maintenance and repairs of property and equipment 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 the related gain or
loss, if any, is reflected in the year of disposal.

Depreciation expense was $146,069, $210,933 and $150,000 for the years
ended December 31, 1995, 1996 and 1997, respectively.

REVENUE

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

F-22
<PAGE> 73
CONDOR COMMUNICATIONS, INC., ETAL

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

FOREIGN CURRENCY TRANSLATION

Financial statements of the combined entities of Condor Communications,
Ltd., Condor East, Spol, SRO and Condor Prague, SRO are translated into U.S.
dollars using the exchange rate at each balance sheet date. Gains or losses from
foreign currency transactions are included in net income.

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.

NOTE 2: FIXED ASSETS

Fixed assets at December 31, 1996 and 1997 is comprised of the following:

<TABLE>
<CAPTION>
1996 1997
---------- ----------
<S> <C> <C>
Land....................................................... $ 137,374 $ 137,374
Building and improvements.................................. 407,610 578,077
Furniture and fixtures..................................... 175,698 166,957
Computer equipment......................................... 253,730 239,942
Machinery and equipment.................................... 163,478 163,478
Transportation equipment................................... 459,844 468,073
---------- ----------
1,597,734 1,753,901
Accumulated depreciation................................... (672,294) (822,294)
---------- ----------
$ 925,440 $ 931,607
========== ==========
</TABLE>

NOTE 3: INVESTMENT IN SUBSIDIARY

In 1996, a joint venture called Condor Telecommunications, C.A. was formed
in which Condor Communications, Ltd. has a 50% equity interest. The Group
accounts for this investment on the equity method. The Group's income from this
subsidiary was not material for the years ended December 31, 1996 and 1997.

NOTE 4: LINE OF CREDIT

The Company has a revolving line of credit facility in the amount of
$2,000,000 which was unused at December 31, 1996 and 1997. Bank advances on the
credit line carry a variable interest rate of 1.00% over the base rate of the
bank. The credit line is collateralized by substantially all corporate assets,
and is personally guaranteed by the Company's Stockholders.

NOTE 5: 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.

F-23
<PAGE> 74
CONDOR COMMUNICATIONS, INC., ETAL

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 6: BUSINESS & CREDIT CONCENTRATIONS

The Company 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 Company transacts most of its business with customers located in Latin
American and Eastern Europe. Accordingly, the Company's business may be affected
by political and economic changes in the region.

NOTE 7: CONTINGENCIES

The company carries insurance to cover its property and equipment, and
inventory with coverage limits which are well below the fair value of these
assets.

NOTE 8: SUBSEQUENT EVENT

In March 1998, all assets and operations of the combined entity were sold
to an unrelated party. The Group also settled certain claims that arose with the
former owners of Condor East, Spol, SRO for a total of $420,000.

F-24
<PAGE> 75

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

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, THE SELLING SHAREHOLDERS OR THE UNDERWRITERS. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
---------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Prospectus Summary......................... 3
Risk Factors............................... 7
The Company................................ 13
Use of Proceeds............................ 13
Prior S Corporation Status and Dividend
Policy................................... 14
Dilution................................... 15
Capitalization............................. 16
Unaudited Pro Forma Condensed Consolidated
Financial Statements..................... 17
Selected Financial Data.................... 21
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................... 22
Business................................... 29
Management................................. 40
Principal and Selling Shareholders......... 44
Description of Capital Stock............... 45
Shares Eligible for Future Sale............ 46
Underwriting............................... 47
Legal Matters.............................. 49
Experts.................................... 49
Additional Information..................... 49
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.

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

WIRELESS INTERNATIONAL INC.

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 ...................................
National Association of Securities
Dealers, Inc. filing fee ............................
Nasdaq National Market application fee .................
Legal fees and expenses ................................
Accounting fees and expenses ...........................
Printing expenses ......................................
Fees and expenses for qualification under
state securities laws (including legal fees) ........
Transfer agent's and registrar's fees and expenses .....
Miscellaneous ..........................................
--------
Total ............................................... *
</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
_____-for-1 stock split effected in _____, 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 ___________ 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 ______ shares of
Common Stock at an exercise price of approximately _____ 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* - Wireless International, Inc. 1998 Stock Option Plan, including
form of Nonqualified Stock Option Agreement and Incentive
Stock Option Agreement
10.4* - Wireless International, Inc. Employee Stock Purchase Plan
10.5 - Fourth Amended and Restated Loan Agreement, dated as of
August 29, 1997, by and between BearCom Operating, L.P. and
Wells Fargo Bank
10.6 - 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
10.7 - 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 (set forth on page II - 4)

- ----------
* To be filed by amendment.

(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 23rd day of April, 1998.

WIRELESS INTERNATIONAL, INC.

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

POWER OF ATTORNEY

Each of the undersigned hereby appoints John P. Watson and Jerry Denham and each
of them (with full power to act alone), as attorneys and agents for the
undersigned, with full power of substitution, for and in the name, place and
stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 any and all amendments and exhibits
to this Registration Statement, any registration statement for the same offering
that is to be effective upon filing pursuant to Rule 462(b) under the Securities
Act, and any and all applications, instruments and other documents to be filed
with the Securities and Exchange Commission pertaining to the registration of
the securities covered hereby or thereby, with full power and authority to do
and perform any and all acts and things whatsoever requisite or desirable.

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 23rd day of April, 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

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* - Wireless International, Inc. 1998 Stock Option Plan, including
form of Nonqualified Stock Option Agreement and Incentive
Stock Option Agreement
10.4* - Wireless International, Inc. Employee Stock Purchase Plan
10.5 - Fourth Amended and Restated Loan Agreement, dated as of
August 29, 1997, by and between BearCom Operating, L.P. and
Wells Fargo Bank
10.6 - 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
10.7 - 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 (set forth on page II - 4)

</TABLE>

- ----------
* To be filed by amendment.

<PAGE> 1
EXHIBIT 3.2

AMENDED AND RESTATED
BYLAWS
OF
BEARCOM, INC.

(A TEXAS CORPORATION)

Adopted as of December 29, 1995
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
ARTICLE I
OFFICES

Section 1. Principal Office . . . . . . . . . . . . . . . . . . . 1
Section 2. Other Offices . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II
SHAREHOLDERS

Section 1. Time and Place of Meetings . . . . . . . . . . . . . . 1
Section 2 Annual Meetings . . . . . . . . . . . . . . . . . . . . 1
Section 3. Special Meetings . . . . . . . . . . . . . . . . . . . 1
Section 4. Notice . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 5. Closing of Share Transfer Records and Fixing
Record Dates for Matters Other than
Consents to Action . . . . . . . . . . . . . . . . . . 1
Section 6. Fixing Record Dates for Consents to Action . . . . . . 2
Section 7. List of Shareholders . . . . . . . . . . . . . . . . . 2
Section 8. Quorum . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 9. Voting . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 10. Action by Consent . . . . . . . . . . . . . . . . . . . 4
Section 11. Presence at Meetings by Means of Communications
Equipment . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE III
DIRECTORS

Section 1. Powers . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2. Number, Election and Terms of Directors; Board
Action . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3. Resignations . . . . . . . . . . . . . . . . . . . . . 6
Section 4. Vacancies . . . . . . . . . . . . . . . . . . . . . . . 6
Section 5. General Powers . . . . . . . . . . . . . . . . . . . . 6
Section 6. Place of Meetings . . . . . . . . . . . . . . . . . . . 7
Section 7. Annual Meetings . . . . . . . . . . . . . . . . . . . . 7
Section 8. Regular Meetings . . . . . . . . . . . . . . . . . . . 7
Section 9. Special Meetings . . . . . . . . . . . . . . . . . . . 7
Section 10. Quorum and Voting . . . . . . . . . . . . . . . . . . . 7
Section 11. Committees of the Board of Directors . . . . . . . . . 8
Section 12. Compensation of Directors . . . . . . . . . . . . . . . 8
Section 13. Action by Unanimous Consent . . . . . . . . . . . . . . 8
Section 14. Presence at Meetings by Means of Communications
Equipment . . . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>
<PAGE> 3
<TABLE>
<S> <C> <C>
ARTICLE IV
NOTICES

Section 1. Form of Notice . . . . . . . . . . . . . . . . . . . . 9
Section 2. Waiver . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3. When Notice Unnecessary . . . . . . . . . . . . . . . . 9

ARTICLE V
OFFICERS

Section 1. General . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2. Election . . . . . . . . . . . . . . . . . . . . . . . 10
Section 3. Chairman of the Board . . . . . . . . . . . . . . . . . 10
Section 4. President . . . . . . . . . . . . . . . . . . . . . . . 10
Section 5. Vice Presidents . . . . . . . . . . . . . . . . . . . . 10
Section 6. Assistant Vice Presidents . . . . . . . . . . . . . . . 10
Section 7. Secretary . . . . . . . . . . . . . . . . . . . . . . . 10
Section 8. Assistant Secretaries . . . . . . . . . . . . . . . . . 11
Section 9. Chief Financial Officer . . . . . . . . . . . . . . . . 11
Section 10. Treasurer . . . . . . . . . . . . . . . . . . . . . . . 11
Section 11. Bonding . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE VI
CERTIFICATES REPRESENTING SHARES

Section 1. Form of Certificates . . . . . . . . . . . . . . . . . 12
Section 2. Lost Certificates . . . . . . . . . . . . . . . . . . . 12
Section 3. Transfer of Shares . . . . . . . . . . . . . . . . . . 13
Section 4. Registered Shareholders . . . . . . . . . . . . . . . . 13

ARTICLE VII
INDEMNIFICATION

Section 1. General . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 2. Insurance . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE VIII
GENERAL PROVISIONS

Section 1. Distributions and Share Dividends . . . . . . . . . . . 14
Section 2. Reserves . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3. Fiscal Year . . . . . . . . . . . . . . . . . . . . . . 14
Section 4. Seal . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 5. Resignation . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE IX

AMENDMENTS TO BYLAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>

ii
<PAGE> 4
ARTICLE I

OFFICES

Section 1. Principal Office. The principal office of the Corporation
shall be in Dallas County, Texas, or such other county as the Board of
Directors may from time to time designate.

Section 2. Other Offices. The Corporation may also have offices at
such other places both within and without the State of Texas as the Board of
Directors may from time to time determine or the business of the Corporation
may require.

ARTICLE II

SHAREHOLDERS

Section 1. Time and Place of Meetings. Meetings of the shareholders
shall be held at such time and at such place, within or without the State of
Texas, as shall be determined by the Board of Directors.

Section 2 Annual Meetings. Annual meetings of shareholders shall
be held on such date and at such time as shall be determined by the Board of
Directors. At each annual meeting the shareholders shall elect a Board of
Directors and transact such other business as may properly be brought before
the meeting.

Section 3. Special Meetings. Special meetings of the shareholders
may be called at any time by the Chairman of the Board, the President or the
Board of Directors, and shall be called by the Chairman of the Board, the
President or the Secretary at the request in writing of the holders of not less
than ten percent (10%) of the voting power represented by all the shares
issued, outstanding and entitled to be voted at the proposed special meeting,
unless the Articles of Incorporation provide for a different percentage, in
which event such provision of the Articles of Incorporation shall govern. Such
request shall state the purpose or purposes of the proposed meeting. Business
transacted at special meetings shall be confined to the purposes stated in the
notice of the meeting.

Section 4. Notice. Written or printed notice stating the place, day
and hour of any shareholders, meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be delivered not
less than ten nor more than 60 days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman of the Board,
President, Secretary or the officer or person calling the meeting, to each
shareholder entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, postage
prepaid, addressed to the shareholder at his address as it appears on the share
transfer records of the Corporation.

Section 5. Closing of Share Transfer Records and Fixing Record Dates
for Matters Other than Consents to Action. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any distribution or
share dividend, or in order to make a determination of shareholders for any
other proper purpose (other than determining shareholders entitled to consent
to action by shareholders proposed to be taken without a meeting of
shareholders) , the Board of Directors of the Corporation may provide that the
share transfer records shall be closed for a stated period but not to exceed,
in any case, 60 days. If the share transfer records shall be closed for the
purpose of determining shareholders, such records shall be closed for at least
ten days immediately preceding such meeting. In lieu of closing the share
transfer records, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case
to be not more than

1
<PAGE> 5
60 days and, in the case of a meeting of shareholders, not less than ten days
prior to the date on which the particular action requiring such determination
of shareholders is to be taken. If the share transfer records are not closed
and no record date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or shareholders entitled to
receive payment of a distribution (other than a distribution involving a
purchase or redemption by the Corporation of any of its own shares) or share
dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such distribution or
share dividend is adopted, as the case may be, shall be the record date for
such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof except
where the determination has been made through the closing of share transfer
records and the stated period of closing has expired.

Section 6. Fixing Record Dates for Consents to Action. Unless a
record date shall have previously been fixed or determined pursuant to this
Section 6, whenever action by shareholders is proposed to be taken by consent
in writing without a meeting of shareholders, the Board of Directors may fix a
record date for the purpose of determining shareholders entitled to consent to
that action, which record date shall not precede, and shall not be more than
ten days after, the date upon which the resolution fixing the record date is
adopted by the Board of Directors. If no record date has been fixed by the
Board of Directors and the prior action of the Board of Directors is not
required by the Texas Business Corporation Act (herein called the "Act"), the
record date for determining shareholders entitled to consent to action in
writing without a meeting. shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation as provided in Section 10 of this Article II. Delivery shall
be by hand or by certified or registered mail, return receipt requested.
Delivery to the Corporation's principal place of business shall be addressed to
the President or the Chairman of the Board of the Corporation. If no record
date shall have been fixed by the Board of Directors and prior action of the
Board of Directors is required by the Act, the record date for determining
shareholders entitled to consent to action in writing without a meeting shall
be at the close of business on the date on which the Board of Directors adopts
a resolution taking such prior action.

Section 7. List of Shareholders. The officer or agent of the
Corporation having charge of the share transfer records for shares of the
Corporation shall make, at least ten days before each meeting of the
shareholders, a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of voting shares held by each, which list, for a
period of ten days prior to such meeting, shall be kept on file at the
registered office or principal place of business of the Corporation and shall
be subject to inspection by any shareholder at any time during the usual
business hours of the Corporation. Such list shall also be produced and kept
open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting. The
original share transfer records shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer records or to vote at
any meeting of shareholders. Failure to comply with the requirements of this
Section 7 shall not affect the validity of any action taken at such meeting.

Section 8. Quorum. With respect to any matter, a quorum shall be
present at a meeting of shareholders if the holders of shares having a majority
of the voting power represented by all issued and outstanding shares entitled
to vote on that matter are present in person or represented by proxy, unless
otherwise provided by the Articles of Incorporation in accordance with the Act.
Once a quorum is present at a meeting of shareholders, the shareholders
represented in person or by proxy at the meeting may conduct such business as
may properly be brought before the meeting until it is adjourned, and the
subsequent withdrawal from the meeting of any shareholder or the refusal of any
shareholder represented in person or by proxy to vote shall not affect the
presence of a quorum at the meeting. If, however, a quorum shall not be
present at any

2
<PAGE> 6
meeting of shareholders, the shareholders entitled to vote, present in person
or represented by proxy, shall have power to adjourn the meeting, without
notice (other than announcement at the meeting at which the adjournment is
taken of the time and place of the adjourned meeting), until such time and to
such place as may be determined by a vote of the holders of a majority of the
shares represented in person or by proxy at such meeting until a quorum shall
be present. At such adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally noticed.

Section 9. Voting. When a quorum is present at any meeting, the vote
of the holders of a majority of the shares entitled to vote on a matter,
present in person or represented by proxy at such meeting, shall decide such
matter brought before such meeting, other than the election of directors or a
matter for which the affirmative vote of the holders of a specified portion of
the shares entitled to vote is required by the Act, and shall be the act of the
shareholders, unless otherwise provided by the Articles of Incorporation or
these Bylaws in accordance with the Act.

Unless otherwise provided in the Articles of Incorporation or these
Bylaws in accordance with the Act, directors of the Corporation shall be
elected by a plurality of the votes cast by the holders of shares entitled to
vote in the election of directors at a meeting of shareholders at which a
quorum is present.

At every meeting of the shareholders, each shareholder shall be entitled
to such number of votes, in person or by proxy, for each share having voting
power held by such shareholder, as is specified in the Articles of
Incorporation (including the resolution of the Board of Directors (or a
committee thereof) creating such shares), except to the extent that the voting
rights of the shares of any class or series are limited or denied by the
Articles of Incorporation. At each election of directors, every shareholder
shall be entitled (a) to cast, in person or by proxy, the number of votes to
which the shares owned by him are entitled for as many persons as there are
directors to be elected and for whose election he has a right to vote or (b)
unless prohibited by the Articles of Incorporation and subject to the
immediately succeeding sentence of this paragraph, to cumulate the votes to
which the shares owned by him are entitled by giving one candidate as many
votes as the number of such directors multiplied by the shares owned by him
shall equal or by distributing such votes on the same principle among any
number of such candidates. Cumulative voting shall not be allowed in an
election of directors unless a shareholder who intends to cumulate his votes
shall have given written notice of such intention to the Secretary of the
Corporation on or before the day preceding the election at which such
shareholder intends to cumulate his votes; all shareholders entitled to vote
cumulatively may cumulate their votes if any shareholder gives such written
notice. Every proxy shall be in writing and be executed by the shareholder. A
telegram, telex, cablegram, or similar transmission by the shareholder, or a
photographic, photostatic, facsimile, or similar reproduction of a writing
executed by the shareholder, shall be treated as an execution in writing for
the purposes of this Section 9. No proxy shall be valid after 11 months from
the date of its execution unless otherwise provided therein. Each proxy shall
be revocable unless (i) the proxy form conspicuously states that the proxy is
irrevocable, and (ii) the proxy is coupled with an interest, as defined in the
Act and other Texas law.

Shares standing in the name of another corporation may be voted by such
officer, agent or proxy as the bylaws of such corporation may prescribe or, in
the absence of such provision, as the board of directors of such corporation
may determine.

Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee may be voted by
him, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him without a transfer of such shares into his name as trustee.

3
<PAGE> 7
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without being transferred into his name, if such authority is
contained in an appropriate order of the court that appointed the receiver.

A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

Treasury shares, shares of the Corporation's stock owned by another
corporation the majority of the voting stock of which is owned or controlled by
the Corporation, and shares of its own stock held by the Corporation in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.

Section 10. Action by Consent. Any action required or permitted to be
taken at a meeting of the shareholders may be taken without a meeting, without
prior notice, and without a vote if a consent in writing, setting forth the
action so taken, shall be signed by all of the shareholders entitled to vote
with respect to the action that is the subject of the consent.

In addition, if the Articles of Incorporation so provide, any action
required or permitted to be taken at a meeting of the shareholders may be taken
without a meeting, without prior notice, and without a vote if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holder or holders of shares having not less than the minimum number of votes
that would be necessary to take such action at a meeting at which the holders
of all shares entitled to vote on the action were present and voted. Prompt
notice of the taking of any action by shareholders without a meeting by less
than unanimous written consent shall be given to those shareholders who did not
consent in writing to the action.

Every written consent signed by the holders of less than all the shares
entitled to vote with respect to the action that is the subject of the consent
shall bear the date of signature of each shareholder who signs the consent. No
written consent signed by the holders of less than all the shares entitled to
vote with respect to the action that is the subject of the consent shall be
effective to take the action that is the subject of the consent unless, within
60 days after the date of the earliest dated consent delivered to the
Corporation as set forth below in this Section 10, the consent or consents
signed by the holder or holders of shares having not less than the minimum
number of votes that would be necessary to take the action that is the subject
of the consent are delivered to the Corporation by delivery to its registered
office, registered agent, principal place of business, transfer agent,
registrar, exchange agent, or an officer or agent of the Corporation having
custody of the records in which proceedings of meetings of shareholders are
recorded. Delivery shall be by hand or certified or registered mail, return
receipt requested. Delivery to the Corporation's principal place of business
shall be addressed to the President or the Chairman of the Board of the
Corporation.

A telegram, telex, cablegram, or similar transmission by a shareholder,
or a photographic, photostatic, facsimile, or similar reproduction of a writing
signed by a shareholder, shall be regarded as signed by the shareholder for the
purposes of this Section 10.

Section 11. Presence at Meetings by Means of Communications Equipment.
Shareholders may participate in and hold a meeting of the shareholders by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and participation
in a meeting pursuant to this Section 11 shall constitute presence in person at
such meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

4
<PAGE> 8
ARTICLE III

DIRECTORS

Section 1. Powers. The business and affairs of the Corporation shall
be managed by its Board of Directors, which shall have and may exercise all
powers of the Corporation and take all lawful acts as are not by the Act, the
Articles of Incorporation or these Bylaws directed or required to be exercised
or taken by the shareholders.

Section 2. Number, Election and Terms of Directors; Board Action.
The number of directors shall be fixed from time to time exclusively by the
Board of Directors pursuant to a resolution adopted by a majority of the total
number of directors. Commencing with the first shareholders, meeting after
adoption of these Restated Bylaws at which directors are elected, the directors
shall be divided, with respect to the time for which they severally hold
office, into three classes, as nearly equal in number as reasonably possible,
with the term of office of the first class to expire at the first annual
meeting of shareholders after their election, the term of office of the second
class to expire at the second annual meeting of shareholders after their
election, and the term of office of the third class to expire at the third
annual meeting of shareholders after their election, with each director to hold
office until his or her successor is duly elected and qualified. At each
annual meeting of shareholders after the first shareholders' meeting after
adoption of these Restated Bylaws, (i) directors elected to succeed those
directors whose terms then expire shall be elected for a term of office to
expire at the third succeeding annual meeting of shareholders after their
election, with each director to hold office until his or her successor is duly
elected and qualified and (ii) if authorized by a resolution of the Board of
Directors, directors may be elected to fill any vacancy on the Board of
Directors, regardless of how such vacancy shall have been created.

Section 3. Resignations. Any director may resign at any time by
giving written notice of his resignation to the Corporation, effective at the
time specified therein or, if not specified, immediately upon its receipt by
the Corporation. Unless otherwise specified in the notice, acceptance of a
resignation shall not be necessary to make it effective.

Section 4. Vacancies. Subject to other provisions of this Section 4,
any vacancy occurring in the Board of Directors may be filled by election at an
annual or special meeting of the shareholders called for that purpose or by the
affirmative vote of a majority of the remaining directors, though the remaining
directors may constitute less than a quorum of the Board of Directors as fixed
by Section 10 of this Article III. A director elected to fill a vacancy shall
be elected for the unexpired term of his predecessor in office. Any
directorship to be filled by reason of an increase in the number of directors
shall be filled by election at an annual meeting or at a special meeting of
shareholders called for that purpose or may be filled by the Board of Directors
for a term of office continuing only until the next election of one or more
directors by the shareholders; provided that the Board of Directors may not f
ill more than two such directorships during the period between any two
successive annual meetings of shareholders.

Any director may be removed, with cause, at any time, by the affirmative
vote by written ballot of two-thirds of the voting interest of the shareholders
of record of the Corporation entitled to vote, given at an annual meeting or at
a special meeting of the shareholders called for that purpose.

Notwithstanding the foregoing, whenever the holders of any class or
series of shares or group of classes or series of shares are entitled to elect
one or more directors by the provisions of the Articles of Incorporation, only
the holders of shares of that class or series or group shall be entitled to
vote for or against the removal of any director elected by the holders of
shares of that class or series or group; and any vacancies in such

5
<PAGE> 9
directorships and any newly created directorships of such class or series or
group to be filled by reason of an increase in the number of such directors may
be filled by the affirmative vote of a majority of the directors elected by
such class or series or group then in office or by a sole remaining director so
elected, or by the vote of the holders of the outstanding shares of such class
or series or group, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Articles of Incorporation.

Section 5. General Powers. The powers of the Corporation shall be
exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed under the direction of, its Board of Directors,
which may do or cause to be done all such lawful acts and things, as are not by
the Act, the Articles of Incorporation or these Bylaws directed or required to
be exercised or done by the shareholders.

Section 6. Place of Meetings. The Board of Directors of the
Corporation may hold meetings, both regular and special, either within or
without the State of Texas.

Section 7. Annual Meetings. The first meeting of each newly elected
Board of Directors shall be held, without further notice, immediately following
the annual meeting of shareholders at the same place, unless by the majority
vote or unanimous consent of the directors then elected and serving, such time
or place shall be changed.

Section 8. Regular Meetings. Regular meetings of the Board of
Directors may be held with or without notice at such time and place as the
Board of Directors may determine by resolution.

Section 9. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board or
President and shall be called by the Secretary on the written request of a
majority of the incumbent directors. The person or persons authorized to call
special meetings of the Board of Directors may fix the place for holding any
special meeting of the Board of Directors called by such person or persons.
Notice of any special meeting shall be given at least 24 hours previous thereto
if given either personally (including written notice delivered personally or
telephone notice) or by telex, telecopy, telegram or other means of immediate
communication, and at least 72 hours previous thereto if given by written notice
mailed or otherwise transmitted to each director at the address of his business
or residence. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting. Any director may waive notice of
any meeting, as provided in Section 2 of Article IV of these Bylaws. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business on the ground that the meeting
is not lawfully called or convened.

Section 10. Quorum and Voting. At all meetings of the Board of
Directors, the presence of a majority of the number of directors fixed in the
manner provided in Section 2 of this Article III shall constitute a quorum for
the transaction of business, unless a different number or portion is required
by law, the Articles of Incorporation, or these Bylaws. At all meetings of
committees of the Board of Directors (if one or more be designated in the
manner described in Section 11 of this Article III), the presence of a majority
of the number of directors fixed from time to time by resolution of the Board
of Directors to serve as members of such committees shall constitute a quorum
for the transaction of business. The affirmative vote of at least a majority
of the directors present and entitled to vote at any meeting of the Board of
Directors or a committee of the Board of Directors at which there is a quorum
shall be the act of the Board of Directors or the committee, except as may be
otherwise specifically provided by the Act, the Articles of Incorporation or
these Bylaws. Directors may not vote by proxy at any meeting of the Board of
Directors. Directors with an interest in a

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business transaction of the Corporation and directors who are directors or
officers or have a financial interest in any other corporation, partnership,
association or other organization with which the Corporation is transacting
business may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee of the Board of Directors to authorize
such business transaction. If a quorum shall not be present at any meeting of
the Board of Directors or a committee thereof, a majority of the directors
present thereat may adjourn the meeting, without notice other than announcement
at the meeting, until such time and to such place as may be determined by such
majority of directors, until a quorum shall be present.

Section 11. Committees of the Board of Directors. The Board of
Directors may, by resolution passed by a majority of the whole Board of
Directors, designate from among its members one or more committees, each of
which shall be composed of one or more of its members, and may designate one or
more of its members as alternate members of any committee, who may, subject to
any limitations imposed by the Board of Directors, replace absent or
disqualified members at any meeting of that committee. Any such committee, to
the extent provided in the resolution of the Board of Directors designating the
committee or in the Articles of Incorporation or these Bylaws, shall have and
may exercise all of the authority of the Board of Directors of the Corporation,
except where action of the Board of Directors is required by the Act or by the
Articles of Incorporation. Any member of a committee of the Board of Directors
may be removed, for or without cause, by the affirmative vote of a majority of
the whole Board of Directors. If any vacancy or vacancies occur in a committee
of the Board of Directors caused by death, resignation, retirement,
disqualification, removal from office or otherwise, the vacancy or vacancies
shall be filled by the affirmative vote of a majority of the whole Board of
Directors. Such committee or committees shall have such name or names as may
be designated by the Board of Directors and shall keep regular minutes of their
proceedings and report the same to the Board of Directors when required.

Section 12. Compensation of Directors. Unless otherwise provided by
resolution of the Board of Directors, directors, as members of the Board of
Directors or of any committee thereof, shall not be entitled to receive any
stated salary for their services. Nothing herein contained, however, shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

Section 13. Action by Unanimous Consent. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if a written consent, setting
forth the action so taken, is signed by all the members of the Board of
Directors or the committee, as the case may be, and such written consent shall
have the same force and effect as a unanimous vote at a meeting of the Board of
Directors.

Section 14. Presence at Meetings by Means of Communications Equipment.
Members of the Board of Directors of the Corporation or any committee
designated by the Board of Directors, may participate in and hold a meeting of
such board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 14 shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

ARTICLE IV

NOTICES

Section 1. Form of Notice. Whenever under the provisions of the Act,
the Articles of Incorporation or these Bylaws, notice is required to be given
to any director or shareholder, and no provision

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<PAGE> 11
is made as to how such notice shall be given, it shall not be construed to mean
personal notice exclusively, but any such notice may be given in writing, by
mail, postage prepaid, or by telex, telecopy, or telegram, or other means of
immediate communication, addressed or transmitted to such director or
shareholder at such address as appears on the books of the Corporation. Any
notice required or permitted to be given by mail shall be deemed to be given at
the time when the same be thus deposited, postage prepaid, in the United States
mail as aforesaid. Any notice required or permitted to be given by telex,
telecopy, telegram, or other means of immediate communication shall be deemed
to be given at the time of actual delivery.

Section 2. Waiver. Whenever under the provisions of the Act, the
Articles of Incorporation or these Bylaws, any notice is required to be given
to any director or shareholder of the Corporation, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or
after the time stated in such notice, shall be equivalent to the giving of such
notice.

Section 3. When Notice Unnecessary. Whenever, under the provisions
of the Act, the Articles of Incorporation or these Bylaws, any notice is
required to be given to any shareholder, such notice need not be given to the
shareholder if:

(a) notice of two consecutive annual meetings and all notices of
meetings held during the period between those annual meetings, if
any, or

(b) all (but in no event less than two) payments (if sent by first
class mail) of distributions or interest on securities during a
12-month period,

have been mailed to that person, addressed at his address as shown on the
records of the Corporation, and have been returned undeliverable. Any action
or meeting taken or held without notice to such a person shall have the same
force and effect as if the notice had been duly given. If such a person
delivers to the Corporation a written notice setting forth his then current
address, the requirement that notice be given to that person shall be
reinstated.

ARTICLE V

OFFICERS

Section 1. General. The elected officers of the Corporation shall be
a President and a Secretary. The Board of Directors may also elect or appoint
a Chairman of the Board, one or more Vice Presidents, one or more Assistant
Vice Presidents, one or more Assistant Secretaries, a Treasurer, one or more
Assistant Treasurers, and such other officers as may be deemed necessary, all
of whom shall also be officers. Two or more offices may be held by the same
person.

Section 2. Election. The Board of Directors shall elect the officers
of the Corporation at each annual meeting of the Board of Directors. The Board
of Directors may appoint such other officers and agents as it shall deem
necessary and shall determine the salaries of all officers and agents from time
to time. The officers shall hold office until their successors are chosen and
qualified. No officer need be a member of the Board of Directors except the
Chairman of the Board, if one be elected. Any officer elected or appointed by
the Board of Directors may be removed, with or without cause, at any time by a
majority vote of the whole Board. Election or appointment of an officer or
agent shall not of itself create contract rights.

Section 3. Chairman of the Board. The Chairman of the Board, if any,
shall preside, when present, at all meetings of shareholders and at all
meetings of the Board of Directors, shall have such powers

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<PAGE> 12
and authority usually appertaining to the Chairman of the Board of a
corporation, except as otherwise provided in these Bylaws, and shall have such
other powers and shall perform such other duties as shall be designated by the
Board of Directors from time to time.

Section 4. President. The President shall have general active
management of the business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. The President
shall have such powers and authority usually appertaining to the President of a
corporation, except as otherwise provided in these Bylaws. In the absence of
the Chairman of the Board or in the event the Board of Directors shall not have
designated a Chairman of the Board, the President shall preside at meetings of
the shareholders and the Board of Directors. The President shall have general
authority to execute bonds, mortgages and other contracts in the name of the
Corporation and to affix the corporate seal thereto.

Section 5. Vice Presidents. In the absence of the President or in
the event of his inability or refusal to act, the Vice President, if any (or in
the event there be more than one, the Vice Presidents in the order designated
or, in the absence of any designation, then in the order of their election),
shall perform the duties of the President, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the President. The
Vice President shall perform such other duties and have such other powers as
the Board of Directors, the Chairman of the Board or the President may from
time to time prescribe. The Vice President in charge of finance, if any, shall
also perform the duties and assume the responsibilities described in Section 9
of this Article for the Chief Financial Officer, and shall report directly to
the Chairman of the Board and President of the Corporation.

Section 6. Assistant Vice Presidents. In the absence of a Vice
President or in the event of his inability or refusal to act, the Assistant
Vice President, if any (or, if there be more than one, the Assistant Vice
Presidents in the order designated or, in the absence of any designation, then
in the order of their election), shall perform the duties and exercise the
powers of that Vice President, and shall perform such other duties and have
such other powers as the Board of Directors, the Chairman of the Board, the
President or the Vice President under whose supervision he is appointed may
from time to time prescribe.

Section 7. Secretary. The Secretary shall attend and record minutes
of the proceedings of all meetings of the Board of Directors and any committees
thereof and all meetings of the shareholders. He shall file the records of
such meetings in one or more books to be kept by him for that purpose. Unless
the Corporation has appointed a transfer agent or other agent to keep such a
record, the Secretary shall also keep at the Corporation's registered office or
principal place of business a record of the original issuance of shares issued
by the Corporation and a record of each transfer of those shares that have been
presented to the Corporation for registration of transfer. Such records shall
contain the names and addresses of all past and current shareholders of the
Corporation and the number and class of shares issued by the Corporation held
by each of them. He shall give, or cause to be given, notice of all meetings
of the shareholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors, the
Chairman of the Board, or the President, under whose supervision he shall be.
He shall have custody of the corporate seal of the Corporation and he, or an
Assistant Secretary, shall have authority to affix the same to any instrument
requiring it, and when so affixed, it may be attested by his signature or by
the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his signature. The Secretary shall keep and account
for all books, documents, papers and records of the Corporation except those
for which some other officer or agent is properly accountable. He shall have
authority to sign stock certificates and shall generally perform all the duties
usually appertaining to the office of the secretary of a corporation.

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Section 8. Assistant Secretaries. In the absence of the Secretary or
in the event of his inability or refusal to act, the Assistant Secretary, if any
(or, if there be more than one, the Assistant Secretaries in the order
designated or, in the absence of any designation, then in the order of their
election), shall perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as the Board of
Directors, the Chairman of the Board, the President or the Secretary may from
time to time prescribe.

Section 9. Chief Financial Officer. The Chief Financial officer, if
any (or the Vice President in charge of finance, if one be elected), shall have
the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors. He shall disburse the funds of the Corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Chairman of the Board, the President and
the Board of Directors, at its regular meetings, or when the Board of Directors
so requires, an account of all his transactions as and of the financial
condition of the Corporation. If required by the Board of Directors, he shall
give the Corporation a bond (which shall be renewed every six years) in such
sum and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his office and for the
restoration of the Corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging to
the Corporation. The Chief Financial officer shall perform such other duties
as may be prescribed by the Board of Directors, the Chairman of the Board or
the President.

Section 10. Treasurer. In the absence of the Chief Financial officer
or in the event of his inability or refusal to act, the Treasurer, if one be
elected shall perform such other duties and have such other powers as Chief
Financial Officer and shall perform such other duties and have such other
powers as the Board of Directors, the Chairman of the Board, the President or
the Chief Financial Officer may from time to time prescribe.

Section 11. Bonding. If required by the Board of Directors, all or
certain of the officers shall give the Corporation a bond, in such form, in
such sum and with such surety or sureties as shall be satisfactory to the
Board, for the faithful performance of the duties of their office and for the
restoration to the Corporation, in case of their death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other
property of whatever kind in their possession or under their control belonging
to the Corporation.

ARTICLE VI

CERTIFICATES REPRESENTING SHARES

Section 1. Form of Certificates. The Corporation shall deliver
certificates representing all shares to which shareholders are entitled.
Certificates representing shares of the Corporation shall be in such form as
shall be approved and adopted by the Board of Directors and shall be numbered
consecutively and entered in the share transfer records of the Corporation as
they are issued. Each certificate shall state on the face thereof that the
Corporation is organized under the laws of the State of Texas, the name of the
registered holder, the number and class of shares, and the designation of the
series, if any, which said certificate represents, and either the par value of
the shares or a statement that the shares are without par value. Each
certificate shall also set forth on the back thereof a full or summary
statement of matters required by the Act or the Articles of Incorporation to be
described on certificates representing shares, and shall contain a conspicuous
statement on the face thereof referring to the matters set forth on the back
thereof. Certificates shall be signed by the

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<PAGE> 14
Chairman of the Board, President or any Vice President and the Secretary or any
Assistant Secretary, and may be sealed with the seal of the Corporation.
Either the seal of the Corporation or the signatures of the Corporation's
officers or both may be facsimiles. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on such
certificate or certificates, shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation or its
agents, such certificate or certificates may nevertheless be issued and
delivered as though the person or persons who signed the certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the Corporation.

Section 2. Lost Certificates. The Corporation may direct that a new
certificate be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing the issue of a new certificate, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of the lost or destroyed certificate, or his
legal representative, to advertise the same in such manner as it shall require
and/or give the Corporation a bond in such form, in such sum, and with such
surety or sureties as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

Section 3. Transfer of Shares. Shares of stock shall be transferable
only on the share transfer records of the Corporation by the holder thereof in
person or by his duly authorized attorney. Subject to any restrictions on
transfer set forth in the Articles of Incorporation, these Bylaws or any
agreement among shareholders to which this Corporation is a party or has
notice, upon surrender to the Corporation or to the transfer agent of the
Corporation of a certificate representing shares duly endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer, it shall
be the duty of the Corporation or the transfer agent of the Corporation to
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

Section 4. Registered Shareholders. Except as otherwise provided in
the Act or other Texas law, the Corporation shall be entitled to regard the
person in whose name any shares issued by the Corporation are registered in the
share transfer records of the Corporation at any particular time (including,
without limitation, as of the record date fixed pursuant to Section 5 or
Section 6 of Article II hereof) as the owner of those shares and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof.

ARTICLE VII

INDEMNIFICATION

Section 1. General. The Corporation shall indemnify persons who are
or were a director or officer of the Corporation both in their capacities as
directors and officers of the Corporation and, if serving at the request of the
Corporation as a director, officer, trustee, employee, agent or similar
functionary of another foreign or domestic corporation, trust, partnership,
joint venture, sole proprietorship, employee benefit plan or other enterprise,
in each of those capacities, 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 (collectively, a
"Proceeding") , (b) an appeal in such a Proceeding, or (c) any inquiry or
investigation that could lead to such a Proceeding, all to the full extent
permitted by Article 2.02-1 of the Act. The Corporation shall pay or
reimburse, in advance of the final disposition of the Proceeding, to all
persons who are or were a director or

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officer of the Corporation all reasonable expenses incurred by such person who
was, is or is threatened to be made a named defendant or respondent in a
Proceeding to the full extent permitted by Article 2.02-1 of the Act. The
Corporation may indemnify persons who are or were an employee or agent (other
than a director or officer) of the Corporation, or persons who are not or were
not employees or agents of the Corporation but who are or were serving at the
request of the Corporation as a director, officer, trustee, employee, agent or
similar functionary of another foreign or domestic corporation, trust,
partnership, joint venture, sole proprietorship, employee benefit plan or other
enterprise (collectively, along with the directors and officers of the
Corporation, such persons are referred to herein as "Corporate Functionaries")
against any and all liability and reasonable expense that may be incurred by
them in connection with or resulting from (a) any Proceeding, (b) an appeal in
such a Proceeding, or (c) any inquiry or investigation that could lead to such a
Proceeding, all to the full extent permitted by Article 2.02-1 of the Act. The
rights of indemnification provided for in this Article VII shall be in addition
to all rights to which any Corporate Functionary may be entitled under any
agreement or vote of shareholders or as a matter of law or otherwise.

Section 2. Insurance. The Corporation may purchase or maintain
insurance on behalf of any Corporate Functionary against any liability asserted
against him and incurred by him in such a capacity or arising out of his status
as a Corporate Functionary, whether or not the Corporation would have the power
to indemnify him or her against the liability under the Act or these Bylaws;
provided, however, that if the insurance or other arrangement is with a person
or entity that is not regularly engaged in the business of providing insurance
coverage, the insurance or arrangement may provide for payment of a liability
with respect to which the Corporation would not have the power to indemnify the
person only if including coverage for the additional liability has been
approved by the shareholders of the Corporation. Without limiting the power of
the Corporation to procure or maintain any kind of insurance or arrangement,
the Corporation may, for the benefit of persons indemnified by the Corporation,
(i) create a trust fund, (ii) establish any form of self-insurance, (iii)
secure its indemnification obligation by grant of any security interest or
other lien on the assets of the Corporation, or (iv) establish a letter of
credit, guaranty or surety arrangement. Any such insurance or other
arrangement may be procured, maintained or established within the Corporation
or its affiliates or with any insurer or other person deemed appropriate by the
Board of Directors of the Corporation regardless of whether all or part of the
stock or other securities thereof are owned in whole or in part by the
Corporation. In the absence of fraud, the judgment of the Board of Directors
of the Corporation as to the terms and conditions of such insurance or other
arrangement and the identity of the insurer or other person participating in an
arrangement shall be conclusive, and the insurance or arrangement shall not be
voidable and shall not subject the directors approving the insurance or
arrangement to liability, on any ground, regardless of whether directors
participating in approving such insurance or other arrangement shall be
beneficiaries thereof.

ARTICLE VIII

GENERAL PROVISIONS

Section 1. Distributions and Share Dividends. Distributions or share
dividends to the shareholders of the Corporation, subject to the provisions of
the Act and the Articles of Incorporation and any agreements or obligations of
the Corporation, if any, may be declared by the Board of Directors at any
regular or special meeting. Distributions may be declared and paid in cash or
in property (other than shares or rights to acquire shares of the Corporation),
provided that all such declarations and payments of distributions, and all
declarations and issuances of share dividends, shall be in strict compliance
with all applicable laws and the Articles of Incorporation.

Section 2. Reserves. There may be created by resolution of the Board
of Directors out of the surplus of the Corporation such reserve or reserves as
the Board of Directors from time to time, in its

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discretion, deems proper to provide for contingencies, or to equalize
distributions or share dividends, or to repair or maintain any property of the
Corporation, or for such other proper purpose as the Board shall deem
beneficial to the Corporation, and the Board may increase, decrease or abolish
any reserve in the same manner in which it was created.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

Section 4. Seal. The Corporation shall have a seal which may be used
by causing it or a facsimile thereof to be impressed or affixed or in any
manner reproduced. Any officer of the Corporation shall have authority to
affix the seal to any document requiring it.

Section 5. Resignation. Any director, officer or agent of the
Corporation may resign by giving written notice to the President or the
Secretary. The resignation shall take effect at the time specified therein, or
immediately if no time is specified therein. Unless specified in such notice,
the acceptance of such resignation shall not be necessary to make it effective.

ARTICLE IX

AMENDMENTS TO BYLAWS

Unless otherwise provided by the Articles of Incorporation or a bylaw
adopted by the shareholders of the Corporation, these Bylaws may be amended or
repealed, or new Bylaws may be adopted, (i) at any meeting of the Board of
Directors at which a quorum is present, by the affirmative vote of a majority
of the directors present at such meeting or (ii) at any meeting of shareholders
of the Corporation by the affirmative vote of the holders of at least two-
thirds of the voting power of the then outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of directors.

<PAGE> 1
EXHIBIT 10.1

EMPLOYMENT AGREEMENT

RECITALS:

WHEREAS, Employer desires to obtain the services of Employee, and
Employee desires to provide services to Employer in accordance with the terms,
conditions, and provisions of this Agreement;

NOW, THEREFORE, in consideration of the covenants and agreements of
the parties herein contained, the parties to this Agreement agree as follows:

1. TERM. Employee's employment pursuant to this agreement
shall commence as of March 1, 1998 and shall continue pursuant to this
Agreement until the earliest occurrence of (i) death of Employee, (ii)
disability of employee which renders him unable to perform his obligations
hereunder for a period of at least 120 days out of any 150 consecutive day
period or which, in the written opinion of a physician of recognized ability
and reputation, mutually agreeable to Employee and Employer, renders him
permanently unable to perform his duties hereunder, (iii) discharge of Employee
by the Employer pursuant to Section 8 hereof, or (iv) February 28, 2001
provided however, that the term of this Agreement will be automatically renewed
for successive six month periods following the initial term hereof, unless one
party notifies the other party in writing that it or he intends to terminate
this Agreement at least six months prior to the termination date. In the event
Employee elects to terminate this Agreement as provided in the preceding
sentence, Employee, at the option of the Employer, will cooperate and assist
Employer in the training of Employee's successor during that part (or all) of
the remaining term of this Agreement for which Employee is compensated at the
Salary being received by him pursuant to Section 3(a) below at the time of
termination of this Agreement. In the event that Employee provides such notice
of termination to Employer, Employer, at its option, may choose to terminate
this Agreement on any date it chooses during such six-month period and Employee
shall be paid through such termination date.

2. DUTIES. Employee will be employed as the Vice President,
Chief Financial Officer, Assistant Secretary and Treasurer of Employer, and in
such capacity will perform the normal duties associated with such position and
such other duties as may be assigned from time to time by the Board of
Directors of Employer. During the term of this Agreement, employee shall
devote his full time, attention, and energies to the business of Employer in
order to discharge his duties faithfully, diligently, to the best of his
abilities, and in a manner consistent with any and all policies and guidelines
as may be established by Employer from time to time.

3. COMPENSATION.

(a) Subject to the terms and conditions of this Agreement and as
compensation for the performance of his services hereunder, Employer will pay
Employee a fixed salary at a minimum annual rate of $132,000 (such rate, as may
be adjusted upward from time to time as provided by the Board of Directors of
Employer, is referred to herein as "Salary"). Employee's Salary will accrue
and be payable to Employee in accordance with payroll practices of Employer for
senior executives in effect from time to time during the term of this
Agreement.

(b) Additionally, on the closing date of the Employer's Initial
Public Offering on Registration Form S-1, Employer will pay Employee a lump-sum
cash amount equal to $66,000.

(c) At its sole discretion the Board of Directors of Employer may
develop such incentive compensation arrangements as may be determined to be
appropriate for the conduct of Employer's business and Employee's duties in
connection therewith.

(d) All payments to Employee pursuant to this Agreement will be
subject to deduction and withholding authorized or required by applicable law.

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<PAGE> 2
4. EMPLOYEE BENEFITS; REIMBURSEMENT OF EXPENSES. During the
term of this Agreement, Employer shall provide such fringe benefits, including
paid sick leave, paid holidays, participation in health insurance plans, and
other employee benefit plans which are regularly maintained by Employer for it
senior executive officers in accordance with the policies of Employer in effect
from time to time. Notwithstanding the foregoing, Employee shall be entitled
to a minimum of three weeks of paid vacation each year of this Agreement. In
addition, during the term of this Agreement, Employer shall pay Employee the
amount of $500 each month as car allowance and reimburse Employee for his
travel, entertainment, and other business expenses incurred in connection with
his employment under this Agreement in accordance with the policies of Employer
in effect from time to time.

5. CONFIDENTIALITY. Employee acknowledges that he is
being employed by Employer in a capacity in which he will receive or contribute
to information not generally known, and proprietary to Employer, about
Employer's business, services and products (collectively, "Confidential
Information"). Employee hereby acknowledges and agrees that all Confidential
Information concerning the business or affairs of Employer which Employee may
acquire in connection with or as a result of his association with Employer will
be received in strict confidence and will be used only for the purposes of
performing his duties pursuant to this Agreement and that no such Confidential
Information will be otherwise used or disclosed by Employee during or after the
term of this Agreement without the prior written consent of Employer. Upon
termination of Employee' employment hereunder, all Confidential Information and
other documents, records, notebooks, customer lists, mailing list, business
proposals, contracts, agreements and other repositories containing information
concerning Employer or its business (including all copies hereof) in Employee's
possession, whether prepared by Employee or others, will remain with or be
returned to Employer. Notwithstanding the foregoing, this Section shall be
inoperative as to any portion of the Confidential Information which (i) is or
becomes generally available to the public other than as a result of a
disclosure by Employee or (ii) becomes available to Employee on a
non-confidential basis and not in contravention of Employer's rights or
applicable law from a source (other than Employer) which Employee reasonable
believes is entitled to possess and disclose it.

6. NONCOMPETITION AND NONSOLICITATION. Employee acknowledges and
agrees that the training he will receive, the experience he will gain while
employed and the Confidential Information he will acquire will enable him to
injure Employer if he should violate the provisions set forth in this Section 6.
In addition, Employee acknowledges and agrees that Employer is entering into
this Agreement at the request of Employee and that Employer would not enter into
this Agreement unless this Agreement contained the terms set forth in this
Section 6. For these reasons, Employee hereby agrees as follows:

(a) During the period Employee is employed by Employer or one
of its Affiliates and for a period of two years thereafter, except for
services performed on behalf of Employer or one of its Affiliates,
Employee agrees that he will not directly or indirectly either as an
individual, a partner or a joint venturer, or in any other capacity,
(i) invest in a company engaged in (other than investments in
publicly-owned companies which constitute not more than 5% of the
voting securities of any such company), or engage in, within the
United States or other country from which Employer and its Affiliates
derive at least 5% of their revenues (such 5% determination to be made
as of the one-year period ending on the date of such proposed
investment if Employee is at the time employed by Employer or as of
the one-year period ending on the date Employee ceases to be employed
by the Employer if the proposed investment or engagement is after the
time Employee is employed by Employer) (the "Restricted Area") (x) the
business of distributing or renting site-based, two-way communication
equipment to end-users or dealers or any other business that generates
more than 5% of the revenues of Employer and its Affiliates (such 5%
determination to be made in the same manner as is described above)
(the items listed under clause (x) 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 Restricted Area as a director,
officer, agent, employee, consultant, or any other capacity. The
parties agree that, if such non-competition agreement is determined by
a court of competent jurisdiction to be unenforceable, such agreement

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<PAGE> 3
should be reformed by the court to the extent necessary to be
enforceable and to give effect to the intent of this Section 6.
"Affiliates" of a person or entity means each entity that controls, is
controlled by, or under common control with such person or entity.

(b) During the period Employee is employed by Employer or one
of its Affiliates and for a period of two years thereafter, neither
Employee nor any of his Affiliates will, directly or indirectly, (i)
solicit for the purpose of distributing or renting site-based, two-way
communication equipment to end-users or dealers or any other business
that generates more than 5% of the revenues of Employer and its
Affiliates, any customer or former customer of Employer or any of its
Affiliates, (ii) solicit for employment by himself, itself, or anyone
else, any employee of Employer or any of its Affiliates or any person
who was an employee of Employer or any of its Affiliates within a
one-year period immediately preceding such solicitation or employment;
or (iii) induce or attempt to induce, any such employee of Employer or
any of its Affiliates to terminate such Employee's employment.

(c) Employee acknowledges and agrees that the breach by him of
the provisions of this Section 6 could not be adequately compensated
with monetary damages and would irreparably injure Employer, and,
accordingly, that injunctive relief and specific performance shall be
appropriate remedies to enforce the provisions of this Section against
Employee, and Employee waives 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 Employer, and all remedies of Employer herein
are in addition to any remedies available to Employer at law or
otherwise.

(d) The parties hereto acknowledge that the provisions of
this Section 6 are supported by good and valuable consideration.
Employee acknowledges and agrees that the limitations as to time,
geographic area and scope of activity set forth in this Section 6 are
reasonable and do not impose a greater restraint than is necessary to
protect the goodwill or other business interest of Employer. Employee
acknowledges and recognizes that the enforcement of any of the
noncompetition provisions in this Agreement by Employer will not
interfere with the ability of him to pursue a proper livelihood.
Employee further represents that he is capable of pursuing a career
that would not violate the noncompetition provisions hereof to earn a
proper livelihood.

(e) The parties hereto intend all provisions of this
Agreement including the provisions set forth in this Section 6 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, Employee agrees that the noncompetition agreements,
non-solicitation 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 date 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.

7. INJUNCTIVE RELIEF. This section has been intentionally
deleted.

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<PAGE> 4
8. TERMINATION.

(a) Employer may terminate Employee's employment with or
without Cause (as defined herein). If Employee's employment is
terminated for Cause, Employee will be paid Salary to the date of such
termination notice (less all amounts required to be withheld or
deducted therefrom and all undisputed amounts owed or due by Employee
to Employer).

(b) In the event Employer terminates Employee other than for
Cause, except as provided for in Section 8(e) hereof, Employer shall
(i) continue to pay Salary to Employee through the stated term of this
Agreement (less all amounts required to be withheld or deducted
therefrom and all undisputed amounts owed or due by Employee to
Employer), and (ii) continue to provide Employee during the term of
this Agreement health insurance with coverage no less than the
coverage available during such period to Employer's senior executive
officers, and Employer shall have no other obligation thereunder.

(c) If no other provision in this SECTION 8 is applicable and
in the event this Agreement terminates pursuant to the expiration of
the term set forth in SECTION 1, Employee will be paid only Salary as
has been earned to the date of termination (less all amounts required
to be withheld or deducted therefrom and all undisputed amounts owed or
due by Employee to Employer) or such longer period as he is entitled
pursuant to the provisions of SECTION 9.

(d) If Employee dies during the term hereof, this Agreement
will terminate, and Employer will pay to the estate of Employee the
Salary which would otherwise be payable to Employee up to the end of
the month in which his death occurs (less all amounts required to be
withheld or deducted therefrom and all undisputed amounts owed or due
by Employee to Employer).

(e) If Employee's employment is terminated by Employer
without Cause, Employee shall use his best efforts to seek other
reasonably comparable employment. If Employee becomes employed during
the remaining term of this Agreement, Employer's obligation to provide
health insurance to Employee shall terminate upon Employee's gaining
such other employment. If Employee gains other employment that
provides him with compensation equal to 75% or more of Employee's
Salary as of the date he ceases to be employed by Employer, Employer's
obligation to pay Salary hereunder shall terminate at the earlier of
six months after Employee gains such other employment or the end of
the stated term of this Agreement. If Employee's new employment does
not provide him with compensation equal to 75% or more of his Salary
as of the date he ceased to be employed by Employer, Employer's
obligation to pay 100% of the Salary hereunder shall terminate at the
earlier of six months after Employee gains such other employment or
the end of the stated term of this Agreement, and if the end of such
six-month period is before the end of the stated term of this
Agreement then Employer shall also be obligated to pay to Employee
from the end of such six-month period until the end of the sated term
of this Agreement the difference between 75% of Employee's Salary as
of the date Employee ceased to be employed by Employer and Employee's
compensation from his new employment. Not withstanding the foregoing,
payments under this Agreement after termination shall reduce amounts
payable after termination under the Severance Agreement ("Severance
Agreement"), if any, that is entered into between Employer and
Employee

(f) For the purposes of this Agreement, "Cause" shall mean:

(i) the failure or inability for any reason of
Employee to devote his full business time to Employer's
business,

(ii) the failure of Employee to diligently or
effectively perform his duties under this Agreement (other
than any such failure resulting from incapacity due to
physical injury or illness or mental illness as such is
provided for in SECTION 9); provided, that, before a
termination of Employee pursuant to this Section 8(g)(ii)
shall be considered for "Cause", Employer must give Employee
10 days' notice and an opportunity during such 10 day

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<PAGE> 5
period to cure such failure,

(iii) any intentional dishonest or fraudulent act or
course of conduct by Employee that is detrimental to Employer,
or other act or course of conduct by Employee constituting a
criminal act, or the commission by Employee of an act or a
course of conduct involving moral turpitude, or the commission
by Employee of an act that renders Employee incapable of
performing his duties under this Agreement or materially
adversely affects Employer's business reputation,

(iv) any material breach by Employee of any of the
terms of, or the material failure to perform any covenant
contained in, this Agreement; provided, that, before a
termination of Employee pursuant to this Section 8(g)(iv)
shall be considered for "Cause" if such breach or failure is
curable, Employer must give Employee 10 days' notice and an
opportunity during such 10 day period to cure such breach or
failure, or the violation by Employee of written policies
established by Employer with respect to the operation of its
business and affairs or employee's failure to carry out the
instructions of the Board of Directors, Chairman or President
of Employer, provided that, before a termination of Employee
pursuant to this section 8(g)(v) shall be considered for Cause
if such violation or failure is curable, Employer must give
Employee 10 days' notice and an opportunity during such 10 day
period to cure such violation or failure.

For purposes of this Agreement, Employee's act, or failure to act will
be deemed "intentional" only if done, or omitted to be done, without
reasonable belief that his action or omission was in the best interest
of Employer.

9. DISABILITY. If Employee is unable to perform his assigned
duties by reason of illness, injury or incapacity (other than as a result of
abuse of drugs, alcohol or other substances), he will be entitled to receive
such disability benefits as are provided by Employer's disability policies for
its other senior executive officers. Notwithstanding the foregoing, upon any
Disability as described in Section 1 hereof, Employee's employment under this
Agreement shall terminate.

10. BINDING NATURE.

(a) Employer will require any successor and any corporation
or other legal person which is in control of such successor (as
"control" is defined in Regulation 230.405 or any successor rule or
regulation promulgated under the Securities Act of 1933, as amended)
to all or substantially all of the business and/or assets of Employer
(by purchase, merger, consolidation or otherwise), by agreement in
form and substance satisfactory to Employee, to expressly assume and
agree to perform this Agreement in the same manner and to the same
extent that Employer would be required to perform it if no such
succession had taken place. Notwithstanding the foregoing, any such
assumption shall not, in any way, affect or limit the liability of the
Employer under the terms of this Agreement or release the Employer from
any obligations hereunder. As used in this Agreement "Employer" shall
mean Employer as hereinbefore defined and any successor to its business
and/or all or part of its assets as aforesaid which executes and
delivers the agreement provided for in this SECTION 10 or which
otherwise becomes bound by all the terms and provisions of this
Agreement by operation of law.

(b) This Agreement and all the rights of Employee under this
Agreement will inure to the benefit of and will be enforceable by
Employee's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and
legatees.

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<PAGE> 6
obligations hereunder shall be assigned by either party hereto,
without the prior written consent of the other party (except that
Employer may assign this Agreement to one of its affiliates without
Employees consent and such assignment shall not release Employer of
any obligations hereunder), nor is this Agreement intended to confer
upon any other person other than the parties hereto any rights or
remedies hereunder.

11. SEVERABILITY. If any provision of this Agreement is declared
or found to be illegal, unenforceable or void, in whole or in part, then both
parties will be relieved of all obligations arising under such provision, but
only to the extent it is illegal, unenforceable or void. The intent and
agreement of the parties to this Agreement is that this Agreement will be
deemed amended by modifying any such illegal, unenforceable or void provision
to the extent necessary to make it legal and enforceable while preserving its
intent, or if such is not possible, by substituting therefor another provision
that is legal and enforceable and if the remainder of this Agreement will not
be affected by such declaration or finding and is capable of substantial
performance, then each provision not so affected will be enforced to the extent
permitted by law.

12. WAIVER. No delay or omission by either party to this
Agreement to exercise any right or power under this Agreement will impair such
right or power or be construed as a waiver thereof. A waiver by either of the
parties to this Agreement of any of the covenants to be performed by the other
or any breach thereof will not be construed to be a waiver of any succeeding
breach thereof or of any other covenant contained in this Agreement. All
remedies provided for in this Agreement will be cumulative and in addition to
and not in lieu of any other remedies available to either party at law, in
equity, or otherwise.

13. GOVERNING LAW. This Agreement will be governed by and
construed in accordance with the laws of the State of Texas without giving
effect to any principle of conflict-of-laws that would require the application
of the law of any other jurisdiction.

14. NOTICES. For purposes of this Agreement, notices and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by United
States registered mail, return receipt requested, postage prepaid addressed as
follows:

If to Employee: Bearcom, Inc.
Attention: Michael L. Kovar
11545 Pagemill Road
Dallas, Texas 75243

If to Employer: Bearcom, Inc.
Attention: Chairman of the Board
11545 Pagemill Road
Dallas, Texas 75243

or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

15. ATTORNEYS FEES. If any arbitration or civil action, whether
at law or in equity, is necessary to enforce or interpret any of the terms of
this Agreement, the prevailing party will be entitled to reasonable attorney's
fees, court costs and other reasonable expenses of litigation, in addition to
any other relief to which such party may be entitled.

16. ARBITRATION. Any dispute arising under this Agreement shall
be submitted to arbitration in Dallas, Texas in accordance with the rules of
the American Arbitration Association. The decision of the arbitrator(s) will
be binding, conclusive and nonappealable.

17. COUNTERPARTS. This Agreement constitutes the entire agreement
between the parties to this

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<PAGE> 7
Agreement with respect to the subject matter of this Agreement and, except for
the Severance Agreement, there are no understandings or agreements relative to
this Agreement which are not fully expressed in this Agreement. All prior
agreements between the parties with respect to the subject matter of this
Agreement, whether oral or written, are expressly superseded by this Agreement.
No change, waiver or discharge of this Agreement will be valid unless in
writing and signed by the party against which such change, waiver or discharge
is to be enforced.

IN WITNESS WHEREOF, THE PARTIES TO THIS AGREEMENT HAVE EXECUTED AND
DELIVERED THIS AGREEMENT ON THE DATE FIRST ABOVE WRITTEN.

EMPLOYER:

BEARCOM, INC.

By: /s/ JERRY DENHAM
---------------------------------------
Jerry Denham, President

EMPLOYEE:

/s/ MICHAEL L. KOVAR
--------------------------------------------
Michael L. Kovar

<PAGE> 1
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

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(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

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<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.

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<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 10.5

FOURTH AMENDED AND RESTATED LOAN AGREEMENT

This Fourth Amended and Restated Loan Agreement (this "Agreement") is
entered into as of August 29, 1997 by and between BEARCOM OPERATING, L.P. (the
"Company") and WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, formerly First
Interstate Bank of Texas, N.A. (the "Bank").

Recitals

WHEREAS, the Company and the Bank have been parties to that certain
Third Amended and Restated Loan Agreement dated as of November 1, 1996 (the "Old
Agreement"), under which the Bank made certain loans and advances to the Company
secured by all or substantially all of the Company's assets; and

WHEREAS, the Company has requested additional financial accommodations,
and the Company and the Bank have agreed to amend and restate the terms and
conditions of the Old Agreement, as set forth hereinafter.

Agreements

In consideration of the Bank's making the following described loans,
the mutual covenants herein contained and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by each of the
parties hereto, the Company and the Bank agree as follows:

i. The $15,000,000 Revolving Line of Credit.

(a) Subject to, and upon the terms, conditions, covenants and
agreements contained herein, the Bank agrees to loan the Company, 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 $15,000,000 (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 the date hereof (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. Notation by the Bank on its records
shall constitute prima facie evidence of the amount and date of any payment or
borrowing thereunder. The Revolving Line of Credit shall be used by the Company
for its ordinary working capital needs, or for general corporate purposes, or
for its acquisition of all or substantially all of the assets or capital stock
of one or more operating businesses (each such acquisition a "Revolver
Acquisition").

FOURTH AMENDED AND RESTATED LOAN AGREEMENT - PAGE 1
<PAGE> 2

(b) Advances Related to Letters of Credit. Advances under the
Revolving Line of Credit may also be made to fund Letters of Credit (as
hereinafter defined) that are issued under the Revolving Note and are drawn
upon, provided, the Bank may, in its own discretion, advance funds under the
Revolving Line of Credit to fund such Letters of Credit (as hereinafter defined)
when the Company does not reimburse the Bank for such funding. All such advances
shall be added to the principal amount of the Revolving Note and shall be
reimbursable to the Bank by the Company upon demand therefor.

ii. The $5,000,000 Acquisition Line of Credit. Subject
to, and upon the terms, conditions, covenants and
agreements contained herein, at the Company's request
the Bank has agreed to loan the Company up to the sum of
$5,000,000 to be utilized by the Company solely for its
acquisition of all or substantially all of the assets or
capital stock of one or more operating businesses (each
an "Acquisition"); within such limits and until October
31, 1997 (but not thereafter), the Company may borrow,
repay and reborrow hereunder. Such loans (the
"Acquisition Indebtedness") are evidenced by the
Company's Acquisition Note dated November 1, 1996 (the
"Acquisition Note"), executed concurrently with the
execution of the Old Agreement, 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
Acquisition Indebtedness shall convert from a line of
credit to a term repayment on November 1, 1997 in
accordance with the terms of the Acquisition Note. The
principal of and interest on the Acquisition Note shall
be due and payable as set forth on the face of the
Acquisition Note. Notation by the Bank on its records
shall constitute prima facie evidence of the amount and
date of any payment or borrowing thereunder.

iii. Renewals and Extensions. All renewals, extensions,
modifications and rearrangements of the Revolving Note
and the Acquisition Note, if any, shall be deemed to be
made pursuant to this Agreement, and accordingly, shall
be subject to the terms and provisions hereof, and the
Company shall be deemed to have ratified, as of such
renewal, extension, modification or rearrangement date,
all of the representations, covenants and agreements
herein set forth.

iv. Old Agreement Superseded. This Agreement supersedes
and replaces the Old Agreement in its entirety;
provided, that the Company's liability to the Bank for
outstanding loans and other indebtedness under the Old
Agreement and its predecessors (the amount of which the
Company acknowledges is, as of August 28, 1997,
$8,934,300 under the Revolving Note and $5,000,000 under
the Acquisition Note), shall continue in full force and
effect under the terms hereof. The foregoing amounts of
indebtedness shall constitute the initial outstanding
principal amount under the Revolving Note and the
Acquisition Note, respectively.

FOURTH AMENDED AND RESTATED LOAN AGREEMENT - PAGE 2
<PAGE> 3

v. Letters of Credit. Subject to the conditions herein,
the Bank shall from time to time, at the request of the
Company, issue Letters of Credit (herein so called) to
Company's vendors for the acquisition of inventory for
the Company. The aggregate outstanding amount of any
Letters of Credit issued by Bank hereunder shall
constitute a portion of the Revolving Line of Credit,
and shall in no event exceed the sum of $2,000,000. The
fees for such issuance shall be in accordance with the
Bank's then existing fee schedule therefor. Such Letters
of Credit shall be considered in computing the amount of
funds available to the Company, as provided in Section 6
herein. The Bank shall not be obligated: (a) to issue
Letters of Credit if the issuance of same would cause
the Outstanding Credit (as hereinafter defined) to
exceed the Borrowing Base (as hereinafter defined); (b)
to issue such Letters of Credit with an expiration date
after the maturity date of the Revolving Note; and (c)
to extend the expiration date of such Letters of Credit
to a date after the maturity date of the Revolving Note.

vi. Availability Under Revolving Note.

(i) Revolving Note. The aggregate
principal amount at any time outstanding
under the Revolving Note and the
Acquisition Note, including without
limitation the face amount of all
outstanding Letters of Credit issued
for the account of the Company (said
principal amount collectively being
referred to herein as the "Outstanding
Credit") shall not at any time exceed
the Borrowing Base, as hereinafter
defined.

(ii) Borrowing Base Compliance. In the
event the Outstanding Credit at any time
exceeds the Borrowing Base, then the
Company shall immediately make such
payments to the Bank necessary to reduce
the Outstanding Credit to an amount such
that the Outstanding Credit is less than
or equal to the amount of the Borrowing
Base.

vii. Borrowing Base.

(a) The "Borrowing Base" shall be equal to an amount that is 5.50 times
the Free Cash Flow of the Company; calculated on a rolling, preceding 12-month
basis. The term "Free Cash Flow" means the Company's net income plus
depreciation and amortization, less any non- discretionary, maintenance capital
expenditures (which shall include, without limitation, all amounts spent for the
purchase and replacement of rental equipment). The Free Cash Flow, and all
components thereof, shall be computed by the Company and reported to the Bank in
accordance with generally accepted accounting principles, consistently applied
("GAAP").

FOURTH AMENDED AND RESTATED LOAN AGREEMENT - PAGE 3
<PAGE> 4

(b) For purposes of determining the Borrowing Base upon, or
following, an Acquisition or a Revolver Acquisition by the Company, the Company
shall include in the calculation in Subsection 7(a) hereinabove the Free Cash
Flow for the division, corporation or other entity that is the subject of such
acquisition, to be computed by the Company and reported to the Bank in
accordance with GAAP, but without any adjustments for efficiencies that the
Company might realize in its operations after the acquisition.

(c) In the event that the Bank disputes the amount of the Borrowing
Base as calculated and reported by the Company, the Bank may, upon notice to the
Company, make any reasonable adjustment to the Borrowing Base for purposes of
determining availability under the Revolving Note and the Acquisition Note.

viii. Requests for Advances. Advances under the Revolving Line
of Credit may be made by telephonic oral request,
written request signed by an authorized officer of the
Company or by telephonic facsimile request, provided
that any such advance shall be deposited in an account
of the Company, unless such authority for telephonic
oral requests or telephonic facsimile requests is
revoked in writing by John P. Watson, as designated
agent of the Company (or such other designated agent as
the Bank approves in writing), and such revocation is
actually received by the Bank (the "Revocation"). Any
telephonic oral request shall be followed with a written
request for an advance in accordance with this Agreement
within twenty- four (24) hours. In consideration of the
Bank's permitting the Company to make telephonic oral
requests and telephonic facsimile requests for advances
under the Revolving Note until Revocation, the Company
covenants and agrees to assume liability for and to
protect, indemnify and hold the Bank harmless from any
and all liabilities, obligations, damages, penalties,
claims, causes of action, costs, charges and expenses,
including attorneys' fees and expenses of employees,
which may be imposed, incurred by or asserted against
the Bank (other than that caused by Bank's willful
misconduct) by reason of any loss, damage or claim
howsoever arising or incurred because of or out of or in
connection with (i) any action of the Bank pursuant to
telephonic oral requests and telephonic facsimile
requests for advances under the Revolving Line of
Credit, (ii) the breach of any provisions of this
Agreement by the Company, (iii) the transfer of funds
pursuant to such telephonic oral requests and telephonic
facsimile requests, or (iv) the Bank's honoring or
failing to honor any telephonic oral request or
telephonic facsimile request for any reason. The Bank is
entitled to rely upon and act upon telephonic oral
requests and telephonic facsimile requests made or
purportedly made by any of the officers or employees
specified in the resolutions delivered to the Bank of
even date herewith, as supplemented in writing from time
to time and accepted by the Bank, and the Company shall
be unconditionally and absolutely estopped from denying
(i) the authenticity and validity of any such
transaction so acted upon by the Bank once the Bank has
advanced funds under the Revolving Line of Credit and
deposited or

FOURTH AMENDED AND RESTATED LOAN AGREEMENT - PAGE 4
<PAGE> 5

transferred such funds as requested in any such
telephonic oral request or telephonic facsimile request,
and (ii) the Company's liability and responsibility
therefor.

ix. Prepayments. Any prepayment on the Revolving Note
and the Acquisition Note (collectively, the "Notes")
shall be paid at the offices of the Bank. The Company
shall be entitled to prepay the Notes from time to time
and at any time, in whole or in part, without notice or
penalty except as set forth in the Notes. All
prepayments on the Notes shall be applied as set forth
in the Notes. No prepayment shall relieve the Company of
the obligation to pay the principal and interest on the
Notes until such time as all obligations are paid in
full.

x. Collateral for the Loans. The Outstanding Credit and
any and all other indebtedness of any kind whatsoever
now owing or hereafter arising under this Agreement
(which shall collectively be referred to herein as the
"Bank Indebtedness") shall be secured by the following
(hereinafter called the "Collateral"), as to which the
Company hereby grants to the Bank a security interest:

(i) All accounts now owned or existing
as well as any and all that may
hereafter arise or be acquired by the
Company, and all proceeds and products
thereof, including without limitation,
all notes, drafts, acceptances,
instruments, general intangibles
(including tax refunds) and chattel
paper arising therefrom, and all
returned or repossessed goods arising
from or relating to any such accounts or
other proceeds of any sale or other
disposition of inventory; and all
interests of the Company in any goods,
the sale or lease of which shall have
given rise to any of the foregoing;

(ii) All of the Company's inventory,
including goods, merchandise, raw
materials, goods in process, and
finished goods now owned or hereafter
acquired and held for sale or lease or
furnished or to be furnished under
contracts for service or used or
consumed in the Company's business and
all additions and accessions thereto and
contracts with respect thereto and all
documents of title evidencing or
representing any part thereof, and all
products and proceeds thereof,
including, without limitation, all of
such whether now or hereafter in the
possession of the Company, warehouseman,
bailee or any other person;

FOURTH AMENDED AND RESTATED LOAN AGREEMENT - PAGE 5
<PAGE> 6

(iii) All of the Company's equipment of
every nature and description whatsoever
now owned or hereafter acquired
including all appurtenances and
additions thereto and substitutions
therefor, wheresoever located, including
all tools, parts and accessories used in
connection therewith;

(iv) All of the Company's general
intangibles (including, without
limitation, the Company's service marks
and trademarks) and other personal
property now owned or hereafter
acquired, including but not limited to
the Company's mailing lists; and

(v) Such other property of the Company
as may be included within the definition
of "Collateral" in the Amended and
Restated Commercial Security Agreement
dated as of March 1, 1996 (the "Security
Agreement") executed by the Company in
favor of the Bank.

xi. Execution of Loan Documents. The Company shall
execute and deliver, or cause to be executed and
delivered, to Bank the following described documents:

(i) As a condition precedent to the
effectiveness of this Agreement and the
right of the Company to request any
advance hereunder, the Company shall
execute and deliver to the Bank the
following documents and instruments (or
shall obtain execution and delivery by
any applicable third party), in form and
substance satisfactory to the Bank:

1) This Agreement;

2) The Revolving Note;

3) Security agreements, financing
statements, and all other documents
or instruments described or
contemplated herein or otherwise
required by the Bank to secure the
payment of the Notes and the
performance by the Company of its
obligations hereunder and thereunder
(the "Security Instruments")
evidencing a first priority security
interest in

FOURTH AMENDED AND RESTATED LOAN AGREEMENT - PAGE 6
<PAGE> 7

favor of the Bank in all property of
the Company;

4) The resolutions of

the board of directors of the
general partner of the Company
approving the Company's execution
and performance of this Agreement,
as certified by the general
partner's corporate secretary;

5) A Consent and Reaffirmation of
Guarantors executed by BearCom,
Inc., Page- Com GP, Inc. and Bear
Communications, Inc., in form and
substance satisfactory to the Bank,
reaffirming their respective
guarantees and the other documents
and instruments executed and
delivered to the Bank in connection
with the Old Agreement; and

6) The Company's attorneys shall
execute and deliver to the Bank, in
form and substance satisfactory to
the Bank, an opinion letter
supporting the validity and
enforceability of the Loan Documents
(as defined hereinafter) and the
debt and liens evidenced thereby;

7) all other documents or
instruments requested by the Bank to
be executed concurrently herewith.

(ii) In connection with the Bank's
issuance of each Letter of Credit, the
Company shall, in addition to the
documents required in Section 11(a)
above, execute and deliver to the Bank
a Letter of Credit Application and
Agreement (herein so called), provided
the Bank shall have no obligation to
issue a Letter of Credit for the
account of the Company until a Letter
of Credit Application and Agreement has
been executed by the Company and
delivered to the Bank.

xii. Use of Proceeds. The proceeds of the Revolving Note
shall be used by the Company solely to provide for the
ordinary working capital needs of the Company, for
general corporate purposes or for Revolver Acquisitions.
The proceeds of the Acquisition Note shall be used by
the Company solely for Acquisitions. No part of the
proceeds received hereunder will be used,

FOURTH AMENDED AND RESTATED LOAN AGREEMENT - PAGE 7
<PAGE> 8

directly or indirectly, for the working capital needs of
any partner in, or affiliates of, the Company, nor for
the purpose of purchasing or carrying, or the payment in
full or in part, of indebtedness which was incurred for
the purposes of purchasing or carrying margin of stock,
as such term is defined in Section 221.3 of Regulation U
of the Board of Governors of the Federal Reserve System
12 C.F.R., Chapter II, Part 221.

xiii. Representations and Warranties. Until payment and
performance in full of the Notes, unless the Company
receives prior written approval of a deviation therefrom
from the Bank, the Company represents, warrants and
covenants that:

(i) The Company is a limited partnership
duly registered, validly existing and in
good standing under the laws of the
state of its registration and is duly
licensed, qualified to do business and
in good standing in each jurisdiction in
which the ownership of its property or
the conduct of its business requires
such licensing and qualification and has
all powers and all permits, consents and
authorizations necessary to own and
operate its properties and to carry on
its business as presently conducted. The
execution, delivery and performance of
this Agreement by the Company, the
borrowings hereunder and the execution
and delivery of the Revolving Note, the
Acquisition Note, the Security
Instruments, the Letter of Credit
Applications and Agreements, the
Company's Amended and Restated
Repurchase Agreement with Motorola, Inc.
dated March 1, 1996 (the "Repurchase
Agreement"), and the several agreements
and instruments contemplated thereby,
(i) have been duly authorized by proper
partnership proceedings and (ii) will
not contravene, or constitute a default
under, any provision of applicable law
or regulation or of the partnership
agreement of the Company, or of any
mortgage, indenture, contract, agreement
or other instrument, or any judgment,
order or decree, binding upon the
Company. No consents of the Company's
limited partner(s) or any holder of any
indebtedness of the Company are required
as a condition to the validity of this
Agreement. This Agreement, the Notes,
the Security Instruments, the Letter of
Credit Applications and Agreements, the
Repurchase Agreement and any agreements,
documents and instruments contemplated
herein and

FOURTH AMENDED AND RESTATED LOAN AGREEMENT - PAGE 8
<PAGE> 9

thereby, or in any way related thereto
whether executed prior hereto,
simultaneously herewith or hereafter
(all of same being hereinafter sometimes
called the "Loan Documents"), when duly
executed and delivered in accordance
with this Agreement, will constitute
legal, valid and binding obligations of
the Company in accordance with their
respective terms.

(ii) The unaudited balance sheet of the
Company at July 31, 1997, the related
statement of income and retained
earnings for the period then ended,
copies of which have been delivered to
the Bank, accurately represent the
financial position of the Company at
July 31, 1997 and the results of its
operations for the periods then ended in
conformity with GAAP applied on a basis
consistent with the preceding year. No
material adverse change has occurred
since July 31, 1997 in the financial
position or in the results of operations
of the Company or in its business.

(iii) No approvals or consents of any
governmental department, administrative
agency or instrumentality having
jurisdiction over the Company are
necessary to permit the Company to enter
into the Loan Documents or to make any
Acquisition or Revolver Acquisition,
except as previously expressly disclosed
to the Bank in writing before such
Acquisition or Revolver Acquisition
becomes effective.

(iv) There is no action, suit or
proceeding pending or, to the
knowledge of the Company, threatened
against the Company or the Collateral
before any court, governmental
department, administrative agency or
instrumentality which, if such action,
suit or proceeding were adversely
determined, would adversely affect the
financial position or the results of
operations of the Company or its
business or the ability of the Company
to perform its obligations under the
Loan Documents.

(v) No Default or Event of Default
(hereinafter defined) has occurred and
is continuing.

(vi) The Company has good and
indefeasible title to all of its
assets and properties, free and clear of
all

FOURTH AMENDED AND RESTATED LOAN AGREEMENT - PAGE 9
<PAGE> 10

security interests, mortgages, liens or
encumbrances, except as otherwise
permitted under this Agreement or
reflected in the Company's financial
statements submitted to the Bank and
dated as of July 31, 1997.

(vii) The Company is not an investment
company within the meaning of the
Investment Company Act of 1940.

(viii) All United States tax returns and
all required State and foreign tax
returns relating to the Company have
been filed by it or on its behalf and
all taxes due thereunder have been paid,
except such amounts which are the
subject of a bona fide dispute which the
Company is diligently pursuing in good
faith. All other tax returns required to
be filed by the Company or on the
Company's behalf with any taxing
jurisdiction have been filed and all tax
liabilities shown thereon to be due have
been paid and such returns properly
reflect the taxes of the Company for the
periods covered thereby.

(ix) The security interests, mortgages
and liens attaching to the Collateral
will at all times constitute valid,
perfected and enforceable first
priority security interests, mortgages
and liens in favor of the Bank, and the
Collateral is and shall be at all times
subject to no other security interests,
mortgages, liens or encumbrances, except
as otherwise permitted under this
Agreement. Before any further funding
under the Notes, the Company will have
taken, or will have participated with
the Bank in taking, all necessary action
and will have made all necessary filings
to provide the Bank with perfected,
first priority (except as otherwise
permitted under this Agreement) security
interests, mortgages and liens in the
Collateral under the laws of all
appliable jurisidctions.

xiv. Affirmative Covenants. Until payment and performance
in full of the Notes, unless the Company receives prior
written approval of a deviation therefrom from the Bank,
the Company covenants and agrees to:

(i) Annual Statements. Furnish the Bank,
within one hundred (100) days after the
end of the fiscal year of BearCom, Inc.,
a copy of BearCom, Inc.'s

FOURTH AMENDED AND RESTATED LOAN AGREEMENT - PAGE 10
<PAGE> 11

consolidated audited financial
statements (which shall include the
Company), consisting of at least a
balance sheet and related statement of
income, retained earnings and changes
in financial condition of BearCom, Inc.
and the Company prepared in conformity
with GAAP, applied on a basis consistent
with that of the preceding year (if
applicable), and certified by an
independent certified public accountant
selected by BearCom, Inc. and
satisfactory to the Bank.

(ii) Consolidating Statements. Furnish
the Bank, within one hundred (100) days
after the end of the fiscal year of
BearCom, Inc., a copy of its
consolidating financial statements
including all of BearCom, Inc.'s
subsidiaries and affiliates, including
without limitation, the Company.

(iii) Monthly Statements. Furnish the Bank
within thirty (30) days after the end of
each calendar month during the term
hereof, a copy of BearCom, Inc.'s
consolidated unaudited financial
statements for such calendar month,
consisting of at least a balance sheet
and related statement of income,
retained earnings and a statement of
cash flow of BearCom, Inc. and the
Company, prepared in conformity with
GAAP and certified by the chief
financial officer of BearCom, Inc.

(iv) Compliance Certificate. Furnish the
Bank concurrently with the delivery of
the financial statements required to be
delivered pursuant to subsection (c)
above, a Compliance Certificate in the
form of the Compliance Certificate
attached hereto as Exhibit A, signed by
an authorized officer or agent of the
Company.

(v) Borrowing Base Certificate. Furnish
the Bank a Borrowing Base Certificate in
the form of the Borrowing Base
Certificate attached hereto as Exhibit
B-1, signed by an authorized officer or
agent of the Company, not later than
thirty (30) days after the end of each
calendar month during the term hereof,
with regard to and as of the end of
such calendar month, in order to
evidence Borrowing Base compliance under

FOURTH AMENDED AND RESTATED LOAN AGREEMENT - PAGE 11
<PAGE> 12

Section 5 hereof. Company will further
furnish the Bank with a Draw Request
Form in the form attached hereto as
Exhibit B-2 not later than 1:00 p.m. on
any business day on which the Company
is requesting an advance under the
Revolving Line of Credit.

(vi) Accounts Receivable Listing and
Aging. Furnish the Bank a current
listing and aging of the Company's
accounts receivable within ten (10) days
of a written request therefor by the
Bank, with aging of accounts receivable
on the basis of current, 30, 60, and
over 90 days from date of original
invoice.

(vii) Accounts Payable Listing and Aging.
Furnish the Bank a current listing and
aging of the Company's accounts payable
within ten (10) days from a written
request therefor by the Bank, with aging
of accounts payable on the basis of
current, 30, 60, and over 90 days.

(viii) Inventory Summaries. Furnish the
Bank a current, detailed listing
of inventory in form and detail
acceptable to the Bank within ten (10)
days of a written request therefor by
the Bank.

(ix) Insurance. Maintain, in amounts
satisfactory to the Bank, liability,
property, casualty and business
interruption insurance with generally
recognized reputable companies in the
amounts and types and against the risks,
liabilities and contingencies as is
usually carried by a similar business in
the same general area and of similar
size to the Company, with the Bank named
as loss payee as its interest may
appear, such policies to be
non-cancelable without thirty (30) days
prior written notice to the Bank.

(x) Taxes. Pay and discharge all taxes,
assessments and governmental charges or
levies imposed on the Company or on its
income or profits or on any of its
property prior to the date on which
penalties or liens attached thereto and
become of public record, except such
amounts which are the subject of a bona
fide dispute which the Company is
diligently pursuing in good faith.

FOURTH AMENDED AND RESTATED LOAN AGREEMENT - PAGE 12
<PAGE> 13

(xi) Litigation. Promptly give notice to
the Bank of all litigation and all
proceedings before governmental or
regulatory agencies affecting the
Company except litigation or proceedings
not materially affecting the financial
condition of the Company.

(xii) Future Subsidiaries. Cause any
corporation or entity which shall
hereafter become a subsidiary of the
Company to execute and deliver a
guaranty of the Bank Indebtedness and
such other documents and instruments as
the Bank shall deem advisable or
necessary.

(xiii) Further Assurances. At any time and
from time to time, execute and deliver
such further instruments and take such
further action as may reasonably be
requested by the Bank, in order to cure
any defects in the execution and
delivery of, or to comply with or
accomplish the covenants and agreements
contained in, the Loan Documents.

(xiv) Liens. Subordinate any purchase
money liens to Bank by a Subordination
Agreement in substance and form
satisfactory to the Bank.

(xv) Books and Records. Make available
to the Bank the books and records
of BearCom, Inc. and its subsidiaries
and affiliates, including without
limitation, the Company, including, but
not limited to, the subsidiary journals,
accounts receivable files, inventory
records, general ledger, and
correspondence files. Bank shall have
the right to examine the Collateral at
any reasonable time upon prior notice.

(xvi) Existence. Continue to be a limited
partnership duly registered and existing
in good standing under the law of the
jurisdiction under which it is
registered and continue to be duly
licensed or qualified as a foreign
partnership in all jurisdictions wherein
the character of the property owned or
leased by it or the nature of the
business transacted by it makes
licensing or qualification necessary by
a foreign partnership.

FOURTH AMENDED AND RESTATED LOAN AGREEMENT - PAGE 13
<PAGE> 14

(xvii) Expenses. Pay reasonable expenses,
including reasonable legal expenses and
attorney's fees, of the Bank which have
been or may be incurred by the Bank in
connection with the preparation of
future documentation deemed necessary by
the Bank, the lending and incurring of
obligations or liabilities hereunder,
the collection of any note authorized
hereby, or for the enforcement of any of
the Company's obligations hereunder and
under any document executed to secure
the payment of any note authorized
hereunder and for the recording and
filing and recording and refiling of any
such document.

(xviii) Default. Give notice immediately
upon the knowledge or awareness of
senior management of the Company to Bank
in writing of the occurrence of any
Default.

(xix) Name Change, Casualty. Give notice
of any change in the name of the
Company, any change in identity or the
Company's structure, and any uninsured
or partially uninsured loss through
fire, theft, liability or property
damage.

(xx) Audits. The Company will permit
Bank's Commercial Finance Department
to perform audits of the Company in
accordance with the Bank's internal
policies. The costs of all such annual
audits, up to an amount of $2,500
per year, shall be borne by the Company.

(xxi) Banking Relationship. As additional
Collateral, the Company will maintain
its primary depository relationship with
the Bank.

(xxii) Lock-box. As additional Collateral,
the Company will maintain its existing
Lock-box arrangement for the benefit of
the Bank.

(xxiii) Unused Commitment Fee. The Company
will pay to the Bank, upon quarterly
invoice from the Bank, an unused
commitment fee equal to 0.25% of the
average daily unused balance of the
Revolving Line of Credit during the
preceding three (3) month period.

FOURTH AMENDED AND RESTATED LOAN AGREEMENT - PAGE 14
<PAGE> 15

xv. Negative Covenants. The Company covenants and agrees
that so long as the Notes are outstanding and unpaid,
without the written consent of the Bank, it shall not:

(i) Debt. Create, incur, assume or
suffer to exist any debt, whether by way
of loan, or the issuance or sale of
bonds, debentures, notes or securities,
including deferred debt for the purchase
price, leases, or otherwise, except (i)
the loans described herein, (ii) current
accounts payable and other current
obligations (other than for borrowed
money) arising out of transactions in
the ordinary course of business, (iii)
purchase money acquisitions or
capitalized leases of fixed assets up to
the amount of $500,000 in the aggregate;
provided, that no such debt shall
involve financial covenants on the part
of the Company more restrictive than
those contained in this Agreement, or
(iv) a $300,000 note payable to Raycom,
Inc. or its shareholders.

(ii) Liabilities. Assume, guarantee,
endorse, suffer to exist or otherwise
become liable upon, or agree to purchase
or otherwise furnish funds for the
payment of, the obligations of any
person, firm or corporation, except (i)
for the obligations hereunder, and (ii)
endorsement of negotiable instruments
for deposit or collection or similar
transactions in the ordinary course of
business.

(iii) Encumbrances. Create, incur, assume
or suffer to exist any mortgage,
deed of trust, pledge, encumbrance, lien
or security interest of any kind, upon
any of its property now owned or
hereafter acquired, except (i) liens,
mortgages, encumbrances or security
interest to secure payment of the
borrowings authorized hereunder; (ii)
pledges or deposits to secure
obligations under workmen's compensation
laws or of similar legislation; (iii)
deposits to secure public or statutory
obligations, statutory mechanics',
carriers', workmen's, repairmen's liens
or other like items in the ordinary
course of business in respect to
obligations which are not overdue or are
being contested in good faith; and (iv)
existing liens not contemplated under
this Agreement as reflected by the

FOURTH AMENDED AND RESTATED LOAN AGREEMENT - PAGE 15
<PAGE> 16

financial statements submitted to the
Bank or disclosed in writing to Bank in
connection with the execution of this
Agreement.

(iv) Acquisitions. Without prior written
approval from the Bank, make any
Acquisition or Revolving Acquisition or
otherwise acquire the assets of another
person or entity for consideration in
excess of $500,000.

(v) Subsidiaries. Form any new
subsidiary or merge or invest in or
consolidate with any corporation or
other entity, or sell, lease, assign,
transfer, or otherwise dispose of
(whether in one transaction or as a
series of related transactions) all or
substantially all of its assets, whether
now owned or hereafter acquired.

(vi) Business. Without prior notice to
the Bank, change the nature of business
conducted by the Company or engage in a
kind of business different from that
which the Company presently conducts.

(vii) Distributions. Declare or pay any
distribution (other than a distribution
payable to partners in the amount of
their liability for federal income taxes
as a result of the Company's income) or
make any other distribution on account
of, or purchase, acquire, redeem or
retire, any interest in the Company
whether now or hereafter outstanding.

(viii) Loans to Officers. Make any
additional loans or advances to partners
or management of the Company, or to the
officer or directors of any partner in
the Company or of affiliate thereof,
which in the aggregate exceed the sum of
$100,000.

(ix) Sale of Fixed Assets. Sell in excess
of $250,000 in the aggregate, during
any fiscal year of the Company
during the term hereof, of the Company's
fixed assets, provided, however, with
respect to those sales which in the
aggregate are less than $250,000 for any
fiscal year, the Company shall replace
the assets sold with those of equal or
greater value.

FOURTH AMENDED AND RESTATED LOAN AGREEMENT - PAGE 16
<PAGE> 17

(x) Management. Make any change in the
senior management of the Company which
the Bank, in its sole discretion, deems
significant; provided, however, that a
breach of this covenant will not be an
Event of Default unless the change in
senior management of the Company is
unsatisfactory to the Bank and the
Company fails to make remedial changes
to the senior management of the Company
within thirty (30) days after notice
thereof to the Company.

(xi) Control. Make any change in the
control of the Company which the
Bank, in its sole discretion, deems
significant.

(xii) Pledges. Pledge any assets of
Company without prior consent of
the Bank, including, but not limited to,
any purchase money liens not already
disclosed to Bank.

xvi. Financial Covenants. The Company covenants and
agrees that so long as the Notes are outstanding and
unpaid, without the written consent of the Bank, the
Company will:

(i) Working Capital. Maintain minimum
working capital of not less than
$3,000,000. Working capital is defined
as current assets less current
liabilities, with the exception that
current assets will exclude prepaid
assets other than prepaid catalog
expenses and current liabilities will
include all of the outstanding Revolving
Line of Credit.

(ii) Structured Debt/Tangible Net Worth.
Maintain a ratio of "Total Structured
Indebtedness" to "Tangible Net Worth" of
not greater than 2.0 to 1.0. "Total
Structured Indebtedness" is defined as
all obligations which would be
classified on a balance sheet as debt
for borrowed money (including, without
limitation, all Bank Indebtedness) or
debt for the deferred purchase price of
property (including, without limitation,
all capital lease obligations) in
accordance with GAAP, but excluding
trade payables, accrued liabilities or
other operating liabilities. "Tangible
Net Worth" is defined as the total
assets of the Company, less the total
liabilities of the Company

FOURTH AMENDED AND RESTATED LOAN AGREEMENT - PAGE 17
<PAGE> 18

as set forth on its balance sheet at
such date, plus indebtedness of
the Company subordinated to the Bank,
less contingent liabilities of the
Company, except that the sum of the
following shall be excluded from the
determination of total assets: (i)
goodwill, including any amounts (however
designated on such balance sheet)
representing the cost of acquisition of
subsidiaries in excess of underlying
tangible assets; (ii) patents,
trademarks, copyrights, deferred charges
(including, but not limited to,
unamortized discount and expenses, but
excluding prepaid expenses), intangible
and other similar assets; (iii) advances
to, and notes receivable from,
stockholders, officers, employees and
other related parties of the Company;
(iv) the Company's mailing lists; and
(v) other assets that are classified as
"intangible" assets in accordance with
GAAP.

(iii) Minimum Quarterly Income. Maintain
minimum net income, calculated in
accordance with GAAP, of at least $1,000
for each fiscal quarter of the Company.

xvii. Default. The Company shall be in default hereunder
if any one of the following events of default
("Events of Default") shall occur and be continuing,
namely:

(i) Default by the Company in the
payment of any sums owing to the Bank
(including, without limitation, under
the Revolving Note, Acquisition Note or
other Bank Indebtedness); or

(ii) Default by the Company in the
payment of any sums owing to creditors
other than the Bank, or if the holder
of any such indebtedness declares or
may declare such indebtedness due
prior to the stated maturity because of
any default thereunder; provided, that
such default shall involve at least the
sum of $1,000 and shall have continued
for a period of seven (7) days; or

(iii) Any representation, statement,
warranty or certificate made by the
Company in the Loan Documents, or in any
agreement, document or

FOURTH AMENDED AND RESTATED LOAN AGREEMENT - PAGE 18
<PAGE> 19

instrument executed pursuant hereto or
concurrently herewith, or hereafter
furnished to the Bank in connection with
any loan or loans hereunder, shall prove
to have been incorrect in any material
respect at the time of making or
issuance thereof; or

(iv) Default by the Company or any other
party to the Loan Documents in the
performance of any of the covenants or
agreements set forth in the Loan
Documents or in any other agreement,
document or instrument executed pursuant
hereto provided, however, that the
provisions of this Agreement shall
control in the event that any of such
provisions are in conflict with the
provisions of any other agreement,
mortgage, indenture or instrument
executed pursuant hereto and all of such
provisions in such other instruments
shall be deemed to be cumulative of the
provisions hereof to the extent such
provisions are not inconsistent
herewith; or

(v) The Company or any guarantor shall
apply for or consent to, or acquiesce
in the appointment of a receiver,
trustee, or liquidator of itself or
himself or of its or his property, or
admit in writing its or his inability to
pay its or his debts as they mature, or
make a general assignment for the
benefit of creditors or an Order of
Relief be entered with respect to the
Company by any court having competent
jurisdiction in the premises, or file a
voluntary petition in bankruptcy or a
petition or answer seeking
reorganization, composition,
readjustment or arrangement, or similar
relief with creditors, under any present
or future statute, law or regulation, or
otherwise, or take advantage of any
insolvency law or file an answer
admitting the material allegations of a
petition filed against it or him in
bankruptcy, reorganization, or
insolvency proceedings, or corporate
action shall be taken by it or him for
the purpose of affecting any of the
foregoing, or it or he shall have a
receiver or trustee or assignee in
bankruptcy or insolvency appointed for
it or him, or its or his property,
without its or his application or
consent; or

FOURTH AMENDED AND RESTATED LOAN AGREEMENT - PAGE 19
<PAGE> 20

(vi) Except for the contingent
liabilities previously disclosed
to the Bank or other contingent
liabilities not contemplated by this
Agreement which are incurred by the
Company in the ordinary course of
business, the Company becomes or remains
liable, directly or indirectly, for or
in connection with the obligations,
stock or dividends of any other person
or entity, whether by guaranty,
endorsement, agreement to purchase or
repurchase, agreement to lease,
agreement to supply or advance funds
(including, without limitation,
agreements to maintain working capital,
solvency or other balance sheet
conditions or agreements to purchase
stocks or make capital contributions),
or otherwise;

(vii) The Bank determines in the exercise
of its judgment that the Company's
financial condition has deteriorated,
the prospect of repayment of the Bank
Indebtedness is impaired or that the
value of the Collateral has lessened
materially;

(viii) The Repurchase Agreement is
terminated by a party thereto other
than the Bank; or

(ix) An event of default or Event of
Default occurs under any guaranty
executed in connection with this
Agreement or the Old Agreement, or under
any security agreement in favor of the
Bank executed by any guarantor of
Company's obligations to the Bank.

Thereupon, in any such case, the obligation of the Bank to make any
advance or extend credit hereunder (including the issuance of Letters of Credit)
to or for the account of the Company pursuant hereto shall immediately terminate
and the Bank shall be entitled to each and every remedy and to take each and
every action permitted by the Loan Documents.

xviii. Reporting Procedures. The Company agrees from time to time
to execute and deliver to the Bank such reasonable evidence of
the existence and identity of the Collateral and of its
availability as security pursuant hereto, as the Bank may
reasonably request.

xix. Notice. All notices and other communications given to any
party hereto, in accordance with the provisions of this
Agreement, shall be deemed to have been given to any party when
sent by registered or certified mail, if by mail, or when sent
by telecopy, when and as reflected in the telecopy

FOURTH AMENDED AND RESTATED LOAN AGREEMENT - PAGE 20
<PAGE> 21

confirmation, in each case addressed to the party as provided
herein, or in accordance with the latest unrevoked direction
from such party.

xx. Waiver. No failure to exercise and no delay in exercising on
the part of the Bank of any right, power or privilege
hereunder, shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, power or privilege
hereunder, preclude any other or further exercise thereof, or
the exercise of any other right, power or privilege. The rights
and remedies herein provided are cumulative and not exclusive of
any rights or remedies provided by law or in any other
agreement.

xxi. Survival of Agreements. All agreements, representations and
warranties herein made, shall survive the execution and delivery
of the Revolving Note, the Acquisition Note, the Security
Instruments and the other Loan Documents, and the making and
renewal thereof.

xxii. Amendment. This Agreement may not be amended except in
writing signed by the Company and the Bank.

xxiii. Successors. This Agreement shall be binding upon and inure
to the benefit of the Company, the Bank and the successors and
assigns of each party hereto.

xxiv. Severability. In the case any one or more of the provisions
contained in the Loan Documents should be invalid, illegal, or
unenforceable, in any respect, the validity, legality, and
enforceability of the remaining provisions contained therein
shall not in any way be affected thereby.

xxv. Interest. It is the intention of the parties hereto to
comply with the laws of the State of Texas. Accordingly, it
is agreed that, notwithstanding any provisions to the contrary
in the Loan Documents, in no event shall said Loan Documents
require the payment or permit the collection of interest, as
defined under the laws of the State of Texas, in excess of the
maximum amount permitted by such laws. If any such excess of
interest is contracted for, charged or received, under the Loan
Documents, or in the event the maturity of the indebtedness
evidenced by the Notes is accelerated in whole or in part, or in
the event that all or part of the principal or interest of the
Notes shall be prepaid, so that under any of such circumstances
the amount of interest contracted for, charged, or received
under the Loan Documents on the amount of principal actually
outstanding from time to time thereunder shall exceed the
maximum amount of interest permitted by the laws of the State of
Texas, then in any such event (a) the provisions of this section
shall govern and control, (b) neither the Company nor any other
person or entity now or hereafter liable for the payment of the
Notes shall be obligated to pay the amount of such interest to
the extent that it is in excess of the maximum

FOURTH AMENDED AND RESTATED LOAN AGREEMENT - PAGE 21
<PAGE> 22

amount of interest permitted to be contracted for by, charged to
or received from the party obligated thereon under the laws
of the State of Texas, (c) any such excess which may have
been collected shall be either applied as a credit against the
then unpaid principal amount on the Notes or refunded to the
person paying the same, at the holder's option, and (d) the
effective rate of interest shall be automatically reduced to the
maximum lawful rate of interest permitted to be contracted for
by, charged to or received from the party obligated thereon
under the laws of the State of Texas as now or hereafter
construed by the courts having jurisdiction thereof. It is
further agreed that without limitation of the foregoing, all
calculations of the rate of interest contracted for, charged or
received under the Loan Documents, for the purpose of
determining whether such rate exceeds the maximum lawful rate of
interest, shall be made, to the extent permitted by the laws of
the State of Texas, by amortizing, prorating, allocating and
spreading in equal parts during the period of the full stated
terms of the Notes all interest at any time contracted for,
charged or received from the undersigned or otherwise by the
holder or holders thereof in connection with such Notes.

xxvi. Participations, Etc. The Company expressly recognizes and
agrees that the Bank may sell to other lenders participations
in the loans incurred by the Company pursuant hereto and,
therefore, as security for the due payment and performance of
all indebtedness and other liabilities and obligations of the
Company to the Bank under the Loan Documents and an other
obligation of the Company to the Bank, whether now existing or
hereafter arising, and to such lenders arising now by reason of
such participations or otherwise, the Company hereby grants to
the Bank and to such lenders, a lien on and security interest in
any and all deposits or other sums at any time credited by or
due from the Bank and such lenders or either or any of them to
the Company, whether in regular or special depository accounts
or otherwise, and any and all monies, securities and other
property of the Company, and the proceeds thereof now or
hereafter held or received by or in transit to the Bank and such
lenders or either or any of them, from or for the Company
whether for safekeeping, custody, pledge, transmission,
collection or otherwise and any such deposit, sums, monies,
securities and other property may at any time after Default be
set-off, appropriated and applied by the Bank and by such
lenders, or either or any of them, against any indebtedness,
liabilities or other obligations, whether now existing or
hereafter arising, of the Company or any of them, under this
Agreement and the Notes, or otherwise whether or not such
indebtedness, liabilities or other obligation is then due or
secured by any indebtedness, liabilities or other obligation is
then due or secured by any collateral or if it is so secured
whether or not such collateral held by the Bank or such lenders
is considered to be adequate.

xxvii. AGREEMENT FOR BINDING ARBITRATION. THE PARTIES AGREE TO BE
BOUND BY THE TERMS AND PROVISIONS OF THE ARBITRATION

FOURTH AMENDED AND RESTATED LOAN AGREEMENT - PAGE 22
<PAGE> 23

PROGRAM (DATED 9/23/94) WHICH IS ATTACHED HERETO AS EXHIBIT C
AND INCORPORATED BY REFERENCE HEREIN AND IS ACKNOWLEDGED AS
RECEIVED BY THE PARTIES PURSUANT TO WHICH ANY AND ALL DISPUTES
SHALL BE RESOLVED BY MANDATORY BINDING ARBITRATION UPON THE
REQUEST OF ANY PARTY.

xxviii. Reaffirmation of Security Agreement. The Company hereby
reaffirms in all respects the validity, effectiveness and
enforceability of the Security Agreement, and agrees that the
Bank Indebtedness hereunder shall constitute a part of the
"obligations" thereunder for all purposes.

xxix. AMENDMENT, ASSUMPTION AND RESTATEMENT. THIS AGREEMENT
CONSTITUTES AN AMENDMENT AND RESTATEMENT OF THAT CERTAIN THIRD
AMENDED AND RESTATED LOAN AGREEMENT, DATED AS OF NOVEMBER 1,
1996, BY AND BETWEEN THE COMPANY AND THE BANK.

xxx. NOTICE OF NO ORAL AGREEMENTS. THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS CONSTITUTE A WRITTEN AGREEMENT WHICH 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 LOANS.

EXECUTED as of the day and year first above written.

WELLS FARGO BANK (TEXAS), NATIONAL
ASSOCIATION

By:
-------------------------------------
Kristi Trout, Banking Officer

BEARCOM OPERATING, L.P.

By:
-------------------------------------
Printed Name:
---------------------------

--------of Page-Com GP., Inc.,
its general partner

FOURTH AMENDED AND RESTATED LOAN AGREEMENT - PAGE 23

<PAGE> 1
EXHIBIT 10.6

FIRST AMENDMENT
TO
FOURTH AMENDED AND RESTATED LOAN AGREEMENT

This First Amendment to Fourth Amended and Restated Loan Agreement
(this "Amendment") is entered into effective as of March 27, 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 "Loan Agreement"; 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 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. Concurrently herewith, Condor Holdings, Inc. ("Condor
Acquisition Corp."), a direct subsidiary of BearCom, Inc. ("Parent"), who is the
Company's indirect parent, is entering into an asset purchase agreement whereby
Condor Acquisition Corp. will purchase all or substantially all of the assets of
Condor Communications, Inc. ("Condor") for a total cash purchase price not to
exceed Ten Million Dollars ($10,000,000) (the "Condor Acquisition").

c. The Company has requested that the Bank provide funds for the
Condor Acquisition and permit it to loan or otherwise distribute such funds in
an amount not to exceed Ten Million Dollars ($10,000,000) to Parent (such loan
or distribution in such amount herein, the "Condor Acquisition Advance"). Parent
will then contribute, loan or otherwise distribute such funds to Condor
Acquisition Corp. The Bank has agreed to provide such funds and permit the
Condor Acquisition Advance upon and subject to the terms and conditions of this
Amendment and the terms and conditions of the Loan Agreement, as amended hereby.

d. Subsequent to the date hereof but prior to June 1998, Parent
intends to issue capital stock through an initial public offering (the "Parent
IPO"), which may result in a change in the control of the Company of the type
restricted by Section 15(k) of the Loan Agreement.

e. The Company has requested that the Bank consent to the Parent
IPO, and the Bank has agreed to give such consent upon the terms and conditions
of this Amendment and the terms and conditions of the Loan Agreement, as amended
hereby.

f. The Company has also advised the Bank that Events of Default
have occurred under Subsection 17(d) of the Loan Agreement as a result of the
Company's failure to comply with the

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT - Page 1

<PAGE> 2

covenants set forth in (i) Subsection 16(a) of the Loan Agreement as of October
31, 1997, November 30, 1997 and December 31, 1997; (ii) Subsection 16(b) of the
Loan Agreement as of September 30, 1997, October 31, 1997, November 30, 1997,
December 31, 1997, and January 31, 1998; (iii) Subsections 14(a) through (e) of
the Loan Agreement for periods prior to the date hereof; and (iv) Subsection
15(d) of the Loan Agreement, which prohibits the Company's making any
acquisition for consideration in excess of $500,000, due to the acquisitions
made by the Company in 1997 (the Events of Default described above are herein
collectively called the "Existing Defaults", and the covenants in the
Subsections specifically described above, herein the "Violated Covenants").

g. The Company has requested that the Bank waive the Existing
Defaults, and the Bank agrees to waive the Existing Defaults upon the terms and
conditions of this Amendment and the Loan Agreement, as amended hereby.

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. Waivers and Consents.

A. The Bank hereby waives the Existing Defaults.

B. 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.

C. 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 through and including May 30, 1998. 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 May
31, 1998.

D. The Bank hereby consents to the departure by the Company
from Subsections 15(g) or 15(h) of the Loan Agreement to the extent
such covenants are violated by the Condor Acquisition Advance and each
of the Bank and the Company agree that the acquisition of the assets of
Condor shall be a Revolver Acquisition under the Loan Agreement.

E. The waivers and consents specifically described in this
Section 1 shall not constitute and shall not be deemed a waiver of any
Event of Default other than the Existing 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 other than the Existing
Default. The failure to comply with the Violated Covenants or the
covenants described in Sections 1 B, C or D above for any date,

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT - Page 2
<PAGE> 3

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. Subsection 1(a) of the Loan Agreement is amended in its
entirety to read as follows:

(a) Subject to, and upon the terms, conditions,
covenants and agreements contained herein, the Bank agrees to
loan the Company, 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 $25,000,000 (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 March 27,
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.
Notation by the Bank on its records shall constitute prima facie
evidence of the amount and date of any payment or borrowing
thereunder. The Revolving Line of Credit shall be used by the
Company for its ordinary working capital needs, or for general
corporate purposes, or for its (or Parent's, in the case of the
Condor Acquisition only, as such term is defined in the First
Amendment to this Agreement) acquisition of all or substantially
all of the assets or capital stock of one or more operating
businesses (each such acquisition a "Revolver Acquisition").

B. Subsection 16(a) is amended in its entirety to read
as follows:

(a) Working Capital. Maintain at all times Working
Capital in an amount not less than $12,000,000. "Working
Capital" is defined as current assets less current liabilities,
with the exception that current assets will exclude prepaid
assets other than prepaid catalog expenses and current
liabilities shall at all times exclude amounts outstanding under
the Revolving Line of Credit.

C. Exhibits A, B-1 and B-2 are amended in their entireties
to read as set forth in Exhibits A, B-1 and B-2, respectively,
attached hereto.

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT - Page 3
<PAGE> 4

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:

(1) A guaranty agreement that guaranties the Bank
Indebtedness and is executed by Condor Acquisition Corp.;

(2) A security agreement that secures the Bank
Indebtedness and is executed by Condor Acquisition Corp.;

(3) A pledge agreement whereby Parent pledges all
of the shares of Condor Acquisition Corp. to secure the Bank
Indebtedness;

(4) A Revolving Note dated as of the date hereof;

(5) 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.;

(6) The written opinion of the Company's and the
Parent's counsel as to the validity and enforceability of this
Amendment and as to such other issues as are requested by the
Bank; and

(7) A Borrowing Base Certificate as of February 28,
1998, including the Free Cash Flow of Condor therein.

B. Confirmation of Releases. Bank shall have received, in
form and substance satisfactory to Bank, written confirmation of the
release of any and all liens of Condor or Condor Acquisition Corporation
and any other entity holding liens or security interests in or upon the
assets of Condor acquired by Condor Acquisition Corp. (other than
purchase money liens on specific equipment or inventory, or equipment
financing leases).

C. Governmental Certificates. Governmental Certificates,
each dated a current date, showing that each of the Company, Parent,
Condor Acquisition Corp., Condor and Page-Com GP, Inc. is duly organized
and in good standing in the jurisdiction of its incorporation or
registration.

D. Acquisition Documentation and Name Change. The Company
shall have provided to the Bank final, executed copies of each of the
agreements, bills of sale and other documents effecting the acquisition
of assets by Condor Acquisition Corp. from Condor.

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT - Page 4
<PAGE> 5

E. Payment of Bank's Fees and Cost. The Company agrees to
pay on the date of the execution of this Amendment to the Bank in
immediately available funds, an amendment fee equal to $12,500 and also
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.

F. Additional Information. The Bank shall have received
such additional information and materials as the Bank may reasonably
request, including, without imitation, evidence of the authority of
Company, Condor Acquisition Corp. and Parent 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; (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; (vi) all inventory and equipment of the
Company and each guarantor of the Bank Indebtedness is located at the locations
described on Schedule 1 hereto and no third parties are in possession of any
such collateral; (vii) Schedule 1 correctly identifies the landlord or mortgagee
of each location listed thereon; and (viii) neither the Company nor any
guarantor of the Bank Indebtedness owns any fixtures.

5. 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,

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT - Page 5
<PAGE> 6

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.

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.

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT - Page 6
<PAGE> 7

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

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT - Page 7

<PAGE> 1
EXHIBIT 10.7

AMENDED AND RESTATED COMMERCIAL SECURITY AGREEMENT
(FIBT Form 000-70034 (Rev. 9/86))

Dated as of March 1, 1996

Debtor(s) Secured Party

BEARCOM, INC. First Interstate Bank of Texas, N.A.
11545 Pagemill Road 1445 Ross Avenue
Dallas, Texas 75243 Dallas, Texas 75202
(HEREINAFTER REFERRED TO AS "DEBTOR" (HEREINAFTER REFERRED TO AS "SECURED
WHETHER ONE OR MORE) PARTY")

WHEREAS, Debtor and Secured Party desire to amend and restate that
certain Commercial Security Agreement dated October 2, 1994 executed by Debtor
(f/k/a Page-Com, Inc.) in favor of Secured Party;

FOR VALUE RECEIVED, the receipt and sufficiency of which is hereby
acknowledged, Debtor grants to Secured Party the security interest (and the
pledges and assignments as applicable) hereinafter set forth and agrees with
Secured Party as follows:

a. OBLIGATIONS SECURED. The security interest and pledges
and assignments as applicable granted hereby are to secure
punctual payment and performance of the following: (i) that
certain Guaranty Agreement of even date herewith executed by
Debtor in favor of Secured Party, and any and all extensions,
renewals, modifications and rearrangements thereof; and (ii)
any and all other indebtedness, liabilities and obligations
whatsoever and of whatever nature of Debtor to Secured Party
whether direct or indirect, absolute or contingent, primary
or secondary, due or to become due and whether now existing
or hereafter arising and howsoever evidenced or acquired,
whether joint or several, or joint and several (all of which
are herein separately and collectively referred to as the
"Obligations"). Debtor acknowledges that the security
interest (and pledges and assignments as applicable) hereby
granted shall secure all future advances from Secured Party
to BearCom, Inc., as well as any and all other indebtedness,
liabilities and obligations of Debtor to Secured Party
whether now in existence or hereafter arising.

b. USE OF COLLATERAL. Debtor represents, warrants and
covenants that the Collateral will be used by the Debtor
primarily for business use, unless otherwise specified as
follows:

______ Personal, family or household purposes;
______ Farming operations.

<PAGE> 2

c. DESCRIPTION OF COLLATERAL. Debtor hereby grants to
Secured Party a security interest in (and hereby pledges and
assigns as applicable) and agrees that Secured Party shall
continue to have a security interest in (and a pledge and
assignment as applicable), the following property, to-wit:

(DEBTOR TO INITIAL APPROPRIATE BLANKS)

[X] ALL ACCOUNTS. A security interest in all accounts now owned
--- --- or existing as well as any and all that may hereafter arise
or be acquired by Debtor, and all the proceeds and products
thereof, including without limitation, all notes, drafts,
acceptances, instruments and chattel paper arising therefrom,
and all returned or repossessed goods arising from or
relating to any such accounts, or other proceeds of any sale
or other disposition of inventory.

[X] ALL INVENTORY. A security interest in all of Debtor's
--- --- inventory, including all goods, merchandise, raw materials,
goods in process, finished goods and other tangible personal
property, wheresoever located, now owned or hereafter
acquired and held for sale or lease or furnished or to be
furnished under contracts for service or used or consumed in
Debtor's business and all additions and accessions thereto
and contracts with respect thereto and all documents of title
evidencing or representing any part thereof, and all products
and proceeds thereof, including, without limitation, all of
such which is now or hereafter located at the following
locations: (give locations)

11545 Pagemill Road
Dallas, Texas 75243

3505 Cadillac Avenue
Costa Mesa, California 92626

[X] ALL EQUIPMENT. A security interest in all equipment of every
--- --- nature and description whatsoever now owned or hereafter
acquired by Debtor including all appurtenances and additions
thereto and substitutions therefor, wheresoever located,
including all tools, parts and accessories used in connection
therewith.

[X] GENERAL INTANGIBLES. A security interest in all general
--- --- intangibles and other personal property now owned or
hereafter acquired by Debtor other than goods, accounts,
chattel paper, documents and instruments.

[X] CHATTEL PAPER. A security interest in all of Debtor's
--- --- interest under chattel paper, lease agreements and other
instruments or documents, whether now existing or owned by
Debtor or hereafter arising or acquired by Debtor, evidencing
both a debt and security interest in or lease of specific
goods.

<PAGE> 3

[X] INSTRUMENTS. A pledge and assignment of and security interest
--- --- in all of Debtor's now owned or existing as well as hereafter
acquired or arising instruments and documents.

--- --- OTHER. A security interest in all of Debtor's interest, now
owned or hereafter acquired, in and to the property described
below: (give description)

The term "Collateral" as used in this Agreement shall mean and include,
and the security interest (and pledge and assignment as applicable) shall cover,
all of the foregoing property, as well as any accessions, additions and
attachments thereto and the proceeds and products thereof, including without
limitation, all cash, general intangibles, accounts, inventory, equipment,
fixtures, farm products, notes, drafts, acceptances, securities, instruments,
chattel paper, insurance proceeds payable because of loss or damage, or other
property, benefits or rights arising therefrom, and in and to all returned or
repossessed goods arising from or relating to any of the property described
herein or other proceeds of any sale or other disposition of such property.

As additional security for the punctual payment and performance of the
Obligations, and as part of the Collateral, Debtor hereby grants to Secured
Party a security interest in, and a pledge and assignment of, any and all money,
property, deposit accounts, accounts, securities, documents, chattel paper,
claims, demands, instruments, items or deposits of the Debtor, and each of them,
or to which any of them is a party, now held or hereafter coming within Secured
Party's custody or control, including, without limitation, all certificates of
deposit and other depository accounts, whether such have matured or the exercise
of Secured Party's rights results in loss of interest or principal or other
penalty on such deposits, but excluding deposits subject to tax penalties if
assigned. Without prior notice to or demand upon the Debtor, Secured Party may
exercise its rights granted above at any time when a default has occurred or
Secured Party deems itself insecure. Secured Party's rights and remedies under
this paragraph shall be in addition to and cumulative of any other rights or
remedies at law and equity, including, without limitation, any rights of set-off
to which Secured Party may be entitled.

d. REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR.
Debtor represents and warrants as follows:

i. OWNERSHIP; NO ENCUMBRANCES. Except for the
security interest (and pledges and assignments as
applicable) granted hereby, the Debtor is, and as to any
property acquired after the date hereof which is
included within the Collateral, Debtor will be, the
owner of all such Collateral free and clear from all
charges, liens, security interests, adverse claims and
encumbrances of any and every nature whatsoever.

ii. NO FINANCING STATEMENTS. There is no financing
statement or similar filing now on file in any public
office covering any part of the Collateral, and Debtor
will not execute and there will not be on file in any
public office any financing statement or similar filing

<PAGE> 4

except the financing statements filed or to be filed in
favor of Secured Party.

iii. ACCURACY OF INFORMATION. All information furnished
to Secured Party concerning Debtor, the Collateral and
the Obligations, or otherwise for the purpose of
obtaining or maintaining credit, is or will be at the
time the same is furnished, accurate and complete in all
material respects.

iv. AUTHORITY. Debtor has full right and authority to
execute and perform this Agreement and to create the
security interest (and pledges and assignment as
applicable) created by this Agreement. The making and
performance by Debtor of this Agreement will not violate
any articles of incorporation, bylaws or similar
document respecting Debtor, any provision of law, any
order of court or governmental agency, or any indenture
or other agreement to which Debtor is a party, or by
which Debtor or any of Debtor's property is bound, or be
in conflict with, result in a breach of or constitute
(with due notice and/or lapse of time) a default under
any such indenture or other agreement, or result in the
creation or imposition of any charge, lien, security
interest, claim or encumbrance of any and every nature
whatsoever upon the Collateral, except as contemplated
by this Agreement.

v. ADDRESSES. The address of Debtor designated at the
beginning of this Agreement is Debtor's place of
business if Debtor has only one place of business;
Debtor's chief executive office if Debtor has more than
one place of business; or Debtor's residence if Debtor
has no place of business. Debtor agrees not to change
such address without advance written notice to Secured
Party.

e. GENERAL COVENANTS. Debtor covenants and agrees as
follows:

i. OPERATION OF THE COLLATERAL. Debtor agrees to
maintain and use the Collateral solely in the conduct of
its own business, in a careful and proper manner, and in
conformity with all applicable permits or licenses.
Debtor shall comply in all respects with all applicable
statutes, laws, ordinances and regulations. Debtor shall
not use the Collateral in any unlawful manner or for any
unlawful purposes, or in any manner or for any purpose
that would expose the Collateral to unusual risk, or to
penalty, forfeiture or capture, or that would render
inoperative any insurance in connection with the
Collateral.

<PAGE> 5

ii. CONDITION. Debtor shall maintain, service and
repair the Collateral so as to keep it in good operating
condition. Debtor shall replace within a reasonable time
all parts that may be worn out, lost, destroyed or
otherwise rendered unfit for use, with appropriate
replacement parts. Debtor shall obtain and maintain in
good standing at all times all applicable permits,
licenses, registrations and certificates respecting the
Collateral.

iii. ASSESSMENTS. Debtor shall promptly pay when due all
taxes, assessments, license fees, registration fees, and
governmental charges levied or assessed against Debtor
or with respect to the Collateral or any part thereof.

iv. NO ENCUMBRANCES. Debtor agrees not to suffer or
permit any charge, lien, security interest, adverse
claim or encumbrance of any and every nature whatsoever
against the Collateral or any part thereof.

v. NO REMOVAL. Except as otherwise provided in this
Agreement, Debtor shall not remove the Collateral from
the county or counties designated at the beginning of
this Agreement without Secured Party's prior written
consent.

vi. NO TRANSFER. Except as otherwise provided in this
Agreement with respect to inventory, Debtor shall not,
without the prior written consent of Secured Party,
sell, assign, transfer, lease, charter, encumber,
hypothecate or dispose of the Collateral, or any part
thereof, or interest therein, or offer to do any of the
foregoing.

vii. NOTICES AND REPORTS. Debtor shall promptly notify
Secured Party in writing of any change in the name,
identity or structure of Debtor, any charge, lien,
security interest, claim or encumbrance asserted against
the Collateral, any litigation against Debtor or the
Collateral, any theft, loss, injury or similar incident
involving the Collateral, and any other material matter
adversely affecting Debtor or the Collateral. Debtor
shall furnish such other reports, information and data
regarding Debtor's financial condition and operations,
the Collateral and such other matters as Secured Party
may request from time to time.

viii. LANDLORD'S WAIVERS. Debtor shall furnish to Secured
Party, if requested, a landlord's waiver of all liens
with respect to any Collateral covered by this Agreement
that is or may be located upon leased premises, such
landlord's waivers to be in such form and upon such
terms as are acceptable to Secured Party.

<PAGE> 6

ix. ADDITIONAL FILINGS. Debtor agrees to execute and
deliver such financing statement or statements, or
amendments thereof or supplements thereto, or other
documents as Secured Party may from time to time require
in order to comply with the Texas Uniform Commercial
Code (or other applicable state law of the jurisdiction
where any of the Collateral is located) and to preserve
and protect the Secured Party's rights to the
Collateral.

x. PROTECTION OF COLLATERAL. Secured Party, at its
option, whether before or after default, but without any
obligation whatsoever to do so, may (a) discharge taxes,
claims, charges, liens, security interests, assessments
or other encumbrances of any and every nature whatsoever
at any time levied, placed upon or asserted against the
Collateral, (b) place and pay for insurance on the
Collateral, including insurance that only protects
Secured Party's interest, (c) pay for the repair,
improvement, testing, maintenance and preservation of
the Collateral, (d) pay any filing, recording,
registration, licensing or certification fees or other
fees and charges related to the Collateral, or (e) take
any other action to preserve and protect the Collateral
and Secured Party's rights and remedies under this
Agreement as Secured Party may deem necessary or
appropriate. Debtor agrees that Secured Party shall have
no duty or obligation whatsoever to take any of the
foregoing action. Debtor agrees to promptly reimburse
Secured Party upon demand for any payment made or any
expense incurred by the Secured Party pursuant to this
authorization. These payments and expenditures, together
with interest thereon from date incurred until paid by
Debtor at the maximum contract rate allowed under
applicable laws, which Debtor agrees to pay, shall
constitute additional Obligations and shall be secured
by and entitled to the benefits of this Agreement.

xi. INSPECTION. Debtor shall at all reasonable times
allow Secured Party by or through any of its officers,
agents, attorneys or accountants, to examine the
Collateral, wherever located, and to examine and make
extracts from Debtor's books and records.

xii. FURTHER ASSURANCES. Debtor shall do, make, procure,
execute and deliver all such additional and further
acts, things, deeds, interests and assurances as Secured
Party may require from time to time to protect, assure
and enforce Secured Party's rights and remedies.

<PAGE> 7

xiii. INSURANCE. Debtor shall have and maintain
insurance at all time with respect to all tangible
Collateral insuring against risks of fire (including
so-called extended coverage), theft and other risks as
Secured Party may require, containing such terms, in
such form and amounts and written by such companies as
may be satisfactory to Secured Party, all of such
insurance to contain loss payable clauses in favor of
Secured Party as its interest may appear. All policies
of insurance shall provide for ten (10) days' written
minimum cancellation notice to Secured Party and at the
request of Secured Party shall be delivered to and held
by it. Secured Party is hereby authorized to act as
attorney for Debtor in obtaining, adjusting, settling
and canceling such insurance and endorsing any drafts or
instruments. Secured Party shall be authorized to apply
the proceeds from any insurance to the Obligations
secured hereby whether or not such Obligations are then
due and payable. Debtor specifically authorizes Secured
Party to disclose information from the policies of
insurance to prospective insurers regarding the
Collateral.

xiv. ADDITIONAL COLLATERAL. If Secured Party should at
any time be of the opinion that the Collateral is
impaired, not sufficient or has declined or may decline
in value, or should Secured Party deem payment of the
Obligations to be insecure, then Secured Party may call
for additional security satisfactory to Secured Party,
and Debtor promises to furnish such additional security
forthwith. The call for additional security may be oral,
by telegram, or United States mail addressed to Debtor,
and shall not affect any other subsequent right of
Secured Party to exercise the same.

f. ADDITIONAL PROVISIONS REGARDING ACCOUNTS. The following
provisions shall apply to all accounts included within the
Collateral:

i. DEFINITIONS. The term "account", as used in this
Agreement, shall have the same meaning as set forth in
the Uniform Commercial Code of Texas in effect as of the
date of execution hereof, and as set forth in any
amendment to the Uniform Commercial Code of Texas to
become effective after the date of execution hereof, and
also shall include all present and future notes,
instruments, documents, general intangibles, drafts,
acceptances and chattel paper of Debtor, and the
proceeds thereof.

ii. ADDITIONAL WARRANTIES. As of the time any account
becomes subject to the security interest (or pledge of
assignment as applicable) granted hereby, Debtor shall
be deemed further to have

<PAGE> 8

warranted as to each and all of such accounts as
follows: (a) each account and all papers and documents
relating thereto are genuine and in all respects what
they purport to be; (b) each account is valid and
subsisting and arises out of a bona fide sale of goods
sold and delivered to, or out of and for services
theretofore actually rendered by the Debtor to, the
account debtor named in the account; (c) the amount of
the account represented as owing is the correct amount
actually and unconditionally owing except for normal
cash discounts and is not subject to any set-offs,
credits, defenses or counter-charges; and (d) Debtor is
the owner thereof free and clear of any charges, liens,
security interests, adverse claims and encumbrances of
any and every nature whatsoever.

iii. COLLECTION OF ACCOUNTS. Secured Party shall have
the right in its own name or in the name of the Debtor,
whether before or after default, to require Debtor
forthwith to transmit all proceeds of collection of
accounts to Secured Party, to notify any and all account
debtors to make payments of the accounts directly to
Secured Party, to demand, collect, receive, receipt for,
sue for, compound and give acquittal for, any and all
amounts due or to become due on the accounts and to
endorse the name of the Debtor on all commercial paper
given in payment or part payment thereof, and in Secured
Party's discretion to file any claim or take any other
action or proceeding that Secured Party may deem
necessary or appropriate to protect and preserve and
realize upon the accounts and related Collateral. Unless
and until Secured Party elects to collect accounts, and
the privilege of Debtor to collect accounts is revoked
by Secured Party in writing, Debtor shall continue to
collect accounts, account for same to Secured Party, and
shall not commingle the proceeds of collection of
accounts with any funds of the Debtor. In order to
assure collection of accounts in which Secured Party has
a security interest (or pledge or assignment of as
applicable) hereunder, Secured Party may notify the post
office authorities to change the address for delivery of
mail addressed to Debtor to such address as Secured
Party may designate, and to open and dispose of such
mail and receive the collections of accounts included
herewith. Secured Party shall have no duty or obligation
whatsoever to collect any account, or to take any other
action to preserve or protect the Collateral; however,
should Secured Party elect to collect any account or
take possession of any Collateral, Debtor releases
Secured Party from any claim or claims for loss or
damage arising from any act or omission in connection
therewith.

iv. IDENTIFICATION AND ASSIGNMENT OF ACCOUNTS. Upon
Secured Party's request, whether before or after
default, Debtor shall take

<PAGE> 9

such action and execute and deliver such documents as
Secured Party may reasonably request in order to
identify, confirm, mark, segregate and assign accounts
and to evidence Secured Party's interest in same.
Without limitation of the foregoing, Debtor, upon
request, agrees to assign accounts to Secured Party,
identify and mark accounts as being subject to the
security interest (or pledge or assignment as
applicable) granted hereby, mark Debtor's books and
records to reflect such assignments, and forthwith to
transmit to Secured Party in the form as received by
Debtor any and all proceeds of collection of such
accounts.

v. ACCOUNT REPORTS. Upon Secured Party's request,
Debtor will deliver to Secured Party, prior to the tenth
(10th) day of each month, or on such other frequency as
Secured Party may request, a written report in form and
content satisfactory to Secured Party, showing a listing
and aging of accounts and such other information as
Secured Party may request from time to time. Debtor
shall immediately notify Secured Party of the assertion
by any account debtor of any set-off, defense or claim
regarding an account or any other matter adversely
affecting an account.

vi. SEGREGATION OF RETURNED GOODS. Returned or
repossessed goods arising from or relating to any
accounts included within the Collateral shall if
requested by Secured Party be held separate and apart
from any other property. Debtor shall as often as
requested by Secured Party, but not less often than
weekly even though no special request has been made,
report to Secured Party the appropriate identifying
information with respect to any such returned or
repossessed goods relating to accounts included in
assignments or identifications made pursuant hereto.

g. ADDITIONAL PROVISIONS REGARDING INVENTORY. The following
provisions shall apply to all inventory included within the
Collateral:

i. INVENTORY REPORTS. Upon request by Secured Party,
Debtor will deliver to Secured Party, prior to the tenth
(10th) day of each month, or on such other frequency as
Secured Party may request, a written report in form and
content satisfactory to Secured Party, with respect to
the preceding month or other applicable period, showing
Debtor's opening inventory, inventory acquired,
inventory sold, inventory returned, inventory used in
Debtor's business, closing inventory, any other
inventory not within the preceding categories, and such
other information as Secured Party may request from time
to time. Debtor shall immediately notify Secured Party

<PAGE> 10

of any matter adversely affecting the inventory,
including, without limitation, any event causing loss or
depreciation in the value of the inventory and the
amount of such possible loss or depreciation.

ii. LOCATION OF INVENTORY. Debtor will promptly notify
Secured Party in writing of any addition to, change in
or discontinuance of its place(s) of business as shown
in this agreement, the places at which inventory is
located as shown herein, the location of its chief
executive office and the location of the office where it
keeps its records as set forth herein. All Collateral
will be located at the place(s) of business shown at the
beginning of this agreement as modified by any written
notice(s) given pursuant hereto.

iii. USE OF INVENTORY. Unless and until the privilege
of Debtor to use inventory in the ordinary course of
Debtor's business is revoked by Secured Party in the
event of default or if Secured Party deems itself
insecure, Debtor may use the inventory in any manner not
inconsistent with this Agreement, may sell that part of
the Collateral consisting of inventory provided that all
such sales are in the ordinary course of business, and
may use and consume any raw materials or supplies that
are necessary in order to carry on Debtor's business. A
sale in the ordinary course of business does not include
a transfer in partial or total satisfaction of a debt.

iv. ACCOUNTS AS PROCEEDS. All accounts that are
proceeds of the inventory included within the Collateral
shall be subject to all of the terms and provisions
hereof pertaining to accounts.

v. PROTECTION OF INVENTORY. Debtor shall take all
action necessary to protect and preserve the inventory.

h. ADDITIONAL PROVISIONS REGARDING SECURITIES AND SIMILAR
COLLATERAL. The following provisions shall apply to all
securities and similar property included within the
Collateral:

i. ADDITIONAL WARRANTIES. As to each and all
securities and similar property included within the
Collateral (including securities hereafter acquired that
are part of the Collateral), Debtor further represents
and warrants, as of the time of. delivery of same to
Secured Party, as follows: (a) such securities are
genuine, validly issued and outstanding, fully paid and
nonassessable, and are not issued in violation of the
preemptive rights of any person or of any agreement by
which the issuer or obligor thereof or Debtor is bound;
(b) such securities are not subject to any interest,
option or

<PAGE> 11

right of any third person; (c) such securities are in
compliance with applicable law concerning form, content
and manner of preparation and execution; and (d) Debtor
acquired and holds the securities in compliance with all
applicable laws and regulations.

ii. DIVIDENDS AND PROCEEDS. Any and all payments,
dividends, other distributions (including stock
redemption proceeds), or other securities in respect of
or in exchange for the Collateral, whether by way of
dividends, stock dividends, recapitalizations, mergers,
consolidations, stock splits, combinations or exchanges
of shares or otherwise, received by Debtor shall be held
by Debtor in trust for Secured Party and Debtor shall
immediately deliver same to Secured Party to be held as
part of the Collateral. Debtor may retain ordinary cash
dividends unless and until Secured Party requests that
same be paid and delivered to Secured Party (which
Secured Party may request either before or after
default), but shall not pay or distribute any dividends
to its shareholders.

iii. COLLECTIONS. Secured Party shall have the right at
any time and from time to time (whether before or after
default) to notify and direct the issuer or obligor to
make all payments, dividends and distributions regarding
the Collateral directly to Secured Party. Secured Party
shall have the authority to demand of the issuer or
obligor, and to receive and receipt for, any and all
payments, dividends and other distributions payable in
respect thereof, regardless of the medium in which paid
and whether they are ordinary or extraordinary. Each
issuer and obligor making payment to Secured Party
hereunder shall be fully protected in relying on the
written statement of Secured Party that it then holds a
security interest which entitles it to receive such
payment, and the receipt by Secured Party for such
payment shall be full acquittance therefor to the one
making such payment.

iv. VOTING RIGHTS. Upon default, or if Secured Party
deems itself insecure, Secured Party shall have the
right, at its discretion, to transfer to or register in
the name of Secured Party or any nominee of Secured
Party any of the Collateral, and/or to exercise any or
all voting rights as to any or all of the Collateral.
For such purposes, Debtor hereby names, constitutes and
appoints the President or any Vice President of Secured
Party as Debtor's proxy in the Debtor's name, place and
stead to vote any and all of the securities, as such
proxy may elect, for and in the name, place and stead of
Debtor, as to all matters coming before shareholders,
such proxy to be irrevocable and deemed coupled with an
interest. The rights, powers and authority of said proxy
shall remain in full force

<PAGE> 12

and effect, and shall not be rescinded, revoked,
terminated, amended or otherwise modified, until all
Obligations have been fully satisfied.

v. NO DUTY. Secured Party shall never be liable for
its failure to give notice to Debtor of default in the
payment of or upon the Collateral. Secured Party shall
have no duty to fix or preserve rights against prior
parties to the Collateral and shall never be liable for
its failure to use diligence to collect any amount
payable in respect to the Collateral, but shall be
liable only to account to Debtor for what it may
actually collect or receive thereon. Without limiting
the foregoing, it is specifically understood and agreed
that Secured Party shall have no responsibility for
ascertaining any maturities, calls, conversions,
exchanges, offers, tenders, or similar matters relating
to any of the Collateral or for informing Debtor with
respect to any of such matters (irrespective of whether
Secured Party actually has, or may be deemed to have,
knowledge thereof). The foregoing provisions of this
paragraph shall be fully applicable to all securities or
similar property held in pledge hereunder, irrespective
of whether Secured Party may have exercised any right to
have such securities or similar property registered in
its name or in the name of a nominee.

vi. FURTHER ASSURANCES. Debtor agrees to execute such
stock powers, endorse such instruments, or execute such
additional pledge agreements or other documents as may
be required by the Secured Party in order effectively to
grant to Secured Party the security interest in (and
pledge and assignment of) the Collateral and to enforce
and exercise Secured Party's rights regarding same.

vii. SECURITIES LAWS. Debtor hereby agrees to cooperate
fully with Secured Party in order to permit Secured
Party to sell, at foreclosure or other private sale, the
Collateral pledged hereunder. Specifically, Debtor
agrees to fully comply with the securities laws of the
United States and of the State of Texas and to take such
action as may be necessary to permit Secured Party to
sell or otherwise transfer the securities pledged
hereunder in compliance with such laws. Without limiting
the foregoing, Debtor, at its own expense, upon request
by Secured Party, agrees to effect and obtain such
registrations, filings, statements, rulings, consents,
and other matters as Secured Party may request.

viii. POWER OF ATTORNEY. Debtor hereby makes, constitutes
and appoints Secured Party or its nominee, its true and
lawful attorney in fact and in its name, place, and
stead, and on its behalf, and for

<PAGE> 13

its use and benefit to complete, execute and file with
the United States Securities and Exchange Commission one
or more notices of proposed sale of securities pursuant
to Rule 144 under the Securities Act of 1933 and/or any
similar filings or notices with any applicable state
agencies, and said attorney in fact shall have full
power and authority to do, take and perform all and
every act and thing whatsoever requisite, proper or
necessary to be done, in the exercise of the rights and
powers herein granted, as fully to all intents and
purposes as Debtor might or could do if personally
present. This power shall be irrevocable and deemed
coupled with an interest. The rights, powers and
authority of said attorney in fact herein granted shall
commence and be in full force and effect from the date
of this agreement, and such rights, powers and authority
shall remain in full force and effect, and this power of
attorney shall not be rescinded, revoked, terminated,
amended or otherwise modified, until all Obligations
have been fully satisfied.

ix. PRIVATE SALES. Because of the Securities Act of
1933, as amended, or any other laws or regulations,
there may be legal restrictions or limitations affecting
Secured Party in any attempts to dispose of certain
portions of the Collateral in the enforcement of its
rights and remedies hereunder. For these reasons Secured
Party is hereby authorized by Debtor, but not obligated,
in the event any default hereunder, to sell all or any
part of the Collateral at private sale, subject to
investment letter or in any other manner which will not
require the Collateral, or any part thereof, to be
registered in accordance with the securities Act of
1933, as amended, or the rules and regulations
promulgated thereunder, or any other law or regulation.
Secured Party is also hereby authorized by Debtor, but
not obligated, to take such actions, give such notices,
obtain such rulings and consents, and do such other
things as Secured Party may deem appropriate in the
event of a sale or disposition of any of the Collateral.
Debtor clearly understands that Secured Party may in its
discretion approach a restricted number of potential
purchasers and that a sale under such circumstances may
yield a lower price for the Collateral or any part or
parts thereof than would otherwise be obtainable if same
were registered and sold in the open market, and Debtor
agrees that such private sales shall constitute a
commercially reasonable method of disposing of the
Collateral.

i. ADDITIONAL PROVISIONS REGARDING CERTIFICATES OF DEPOSIT
AND SIMILAR COLLATERAL. The following provisions shall apply
to certificates of deposit and similar property included
within the Collateral:

<PAGE> 14

i. COLLECTION OF DEPOSITS. Debtor agrees that
Secured Party may, at any time (whether before or after
default) and in its sole discretion, surrender for
payment and obtain payment of any portion of the
Collateral, whether such have matured or the exercise of
Secured Party's rights results in loss of interest or
principal or other penalty on such deposits, and, in
connection therewith, cause payment to be made directly
to Secured Party.

ii. NOTICE TO THIRD PARTY ISSUER. With regard to any
certificates of deposit or similar Collateral for which
Secured Party is not the issuer, Debtor agrees to notify
the issuer or obligor of the interests hereby granted to
Secured Party and to obtain from such issuer or obligor
acknowledgement of the interests in favor of Secured
Party and the issuer's or obligor's agreement to waive
in favor of Secured Party any and all rights of set-off
or similar rights or remedies to which such issuer or
obligor may be entitled, and, in connection therewith,
to execute and cause the issuer or obligor to execute,
any and all acknowledgments, waivers and other
agreements in such form and upon such terms as Secured
Party may request.

iii. PROCEEDS. Any and all replacement or renewal
certificates, instruments, or other benefits or proceeds
related to the Collateral that are received by Debtor
shall be held by Debtor in trust for Secured Party and
immediately delivered to Secured Party to be held as
part of the Collateral.

iv. NO DUTY. Secured Party shall never be liable for
its failure to give notice to Debtor of default in the
payment of or upon the Collateral. Secured Party shall
have no duty to fix or preserve rights against prior
parties to the Collateral and shall never be liable for
its failure to use diligence to collect any amount
payable in respect to the Collateral, but shall be
liable only to account to Debtor for what it may
actually collect or receive thereon. Without limiting
the foregoing, it is specifically understood and agreed
that Secured Party shall have no responsibility for
ascertaining any maturities or similar matters relating
to any of the Collateral or for informing Debtor with
respect to any of such matters (irrespective of whether
Secured Party actually has, or may be deemed to have,
knowledge thereof).

<PAGE> 15

(ii) the occurrence of any event which under the terms of any
evidence of indebtedness, indenture, loan agreement, security
agreement or similar instrument permits the acceleration of
maturity of any obligation of Debtor or BearCom, Inc.
(whether to Secured Party or to others); (iii) any
representation or warranty made by Debtor to Secured Party in
connection with this Agreement, the Collateral or the
Obligations, or in any statements or certificates, proves
incorrect in any material respect as of the date of the
making or the issuance thereof; (iv) default occurs in the
observance or performance of, or if Debtor fails to furnish
adequate evidence of performance of, any provision of this
Agreement or of any note, assignment, transfer, other
agreement, document or instrument delivered by Debtor to
Secured Party in connection with this Agreement, the
Collateral or the Obligations; (v) death, dissolution,
liquidation, termination of existence, insolvency, business
failure or winding-up of Debtor or any maker, endorser,
guarantor, surety or other party liable in any capacity for
any of the Obligations; (vi) the commission of an act of
bankruptcy by, or the application for appointment of a
receiver or any other legal custodian for any part of the
property of, assignment for the benefit of creditors by, or
the commencement of any proceedings under any bankruptcy,
arrangement, reorganization, insolvency or similar laws for
the relief of debtors by or against, the Debtor or any maker,
endorser, guarantor, surety or other party primarily or
secondarily liable for any of the Obligations; (vii) the
Collateral becomes, in the judgment of Secured Party,
impaired, unsatisfactory or insufficient in character or
value; or (viii) the filing of any levy, attachment,
execution, garnishment or other process against the Debtor or
any of the Collateral or any maker, endorser, guarantor,
surety, or other party liable in any capacity for any of the
Obligations.

k. REMEDIES. Upon the occurrence of an event of default,
or if Secured Party deems payment of the Obligations to be
insecure, Secured Party, at its option, shall be entitled to
exercise any one or more of the following remedies (all of
which are cumulative):

i. DECLARE OBLIGATIONS DUE. Secured Party, at its
option, may declare the Obligations or any part thereof
immediately due and payable, without demand, notice of
intention to accelerate, notice of acceleration, notice
of non-payment, presentment, protest, notice of
dishonor, or any other notice whatsoever, all of which
are hereby waived by Debtor and any maker, endorser,
guarantor, surety or other party liable in any capacity
for any of the Obligations.

<PAGE> 16

and remedies at law and in equity, all of which shall
be. deemed cumulative. Without limiting the foregoing,
Debtor agrees that Secured Party shall have the right
to: (a) require Debtor to assemble the Collateral and
make it available to Secured Party at a place designated
by Secured Party that is reasonably convenient to both '
parties, which Debtor agrees to do; (b) peaceably take
possession of the Collateral and remove same, with or
without judicial process; (c) without removal, render
equipment included within the Collateral unusable, and
dispose of the Collateral on the Debtor's premises; (d)
sell, lease or otherwise dispose of the Collateral, at
one or more locations, by public or private proceedings,
for cash or credit, without assumption of credit risk;
and/or (e) whether before or after default, collect and
receipt for, compound, compromise, and settle, and give
releases, discharges and acquittances with respect to,
any and all amounts owed by any person or entity with
respect to the Collateral. Unless the Collateral is
perishable or threatens to decline speedily in value or
is of a type customarily sold on a recognized market,
Secured Party will send Debtor reasonable notice of the
time and place of any public sale or of the time after
which any private sale or other disposition will be
made. Any requirement of reasonable notice to Debtor
shall be met if such notice is mailed, postage prepaid,
to Debtor at the address of Debtor designated at the
beginning of this Agreement, at least five (5) days
before the day of any public sale or at least five (5)
days before the time after which any private sale or
other disposition will be made.

iii. EXPENSES. Debtor shall be liable for and agrees to
pay the reasonable expenses incurred by Secured Party in
enforcing its rights and remedies, in retaking, holding,
testing, repairing, improving, selling, leasing or
disposing of the Collateral, or like expenses,
including, without limitation, attorneys' fees and legal
expenses incurred by Secured Party. These expenses,
together with interest thereon from date incurred until
paid by Debtor at the maximum contract rate allowed
under applicable laws, which Debtor agrees to pay, shall
constitute additional Obligations and shall be secured
by and entitled to the benefits of this Agreement.

iv. PROCEEDS; SURPLUS; DEFICIENCIES. Proceeds received
by Secured Party from disposition of the Collateral
shall be applied toward Secured Party's expenses and
other Obligations in such order or manner as Secured
Party may elect. Debtor shall be entitled to any surplus
if one results after lawful application of the proceeds.
Debtor shall remain liable for any deficiency.

<PAGE> 17

v. REMEDIES CUMULATIVE. The rights and remedies of
Secured Party are cumulative and the exercise of any one
or more of the rights or remedies shall not be deemed an
election of rights or remedies or a waiver of any other
right or remedy. Secured Party may remedy any default
and may waive any default without waiving the default
remedied or without waiving any other prior or
subsequent default.

l. OTHER AGREEMENTS.

i. SAVINGS CLAUSE. Notwithstanding any provision to
the contrary herein, or in any of the documents
evidencing the Obligations or otherwise relating
thereto, no such provision shall require the payment or
permit the collection of interest in excess of the
maximum permitted by applicable usury laws. If any such
excessive interest is so provided for, then in such
event (i) the provisions of this paragraph shall govern
and control, (ii) neither the Debtor nor his heirs,
legal representatives, successors or assigns or any
other party liable for the payment thereof, shall be
obligated to pay the amount of such interest to the
extent that is in excess of the maximum amount permitted
by law, (iii) any such excess interest that may have
been collected shall be, at the option of the holder of
the instrument evidencing the Obligations, either
applied as a credit against the then unpaid principal
amount thereof or refunded to the maker thereof, and
(iv) the effective rate of interest shall be
automatically reduced to the maximum lawful rate under
applicable usury laws as now or hereafter construed by
the courts having jurisdiction.

ii. JOINT AND SEVERAL RESPONSIBILITY. If this Security
Agreement is executed by more than one Debtor, the
obligations of all such Debtors shall be joint and
several.

iii. WAIVERS. Debtor and any maker, endorser, guarantor,
surety or other party liable in any capacity respecting
the Obligations hereby waive demand, notice of intention
to accelerate, notice of acceleration, notice of
non-payment, presentment, protest, notice of dishonor
and any other similar notice whatsoever.

iv. SEVERABILITY. Any provision hereof found to be
invalid by courts having jurisdiction shall be invalid
only with respect to such provision (and then only to
the extent necessary to avoid such invalidity). The
offending provision shall be modified to the maximum
extent possible to confer upon Secured Party the
benefits intended thereby. Such provision as modified
and the remaining

<PAGE> 18

provisions hereof shall be construed and enforced to the
same effect as if such offending provision (or portion
thereof) had not been contained herein, to the maximum
extent possible.

v. USE OF COPIES. Any carbon, photographic or other
reproduction of any financing statement signed by Debtor
is sufficient as a financing statement for all purposes,
including without limitation, filing in any state as may
be permitted by the provisions of the Uniform Commercial
Code of such state.

vi. RELATIONSHIP TO OTHER AGREEMENTS. This Security
Agreement and the security interests (and pledges and
assignments as applicable) herein granted are in
addition to (and not in substitution, novation or
discharge of) any and all prior or contemporaneous
security agreements, security interests, pledges,
assignments, liens, rights, titles or other interests in
favor of Secured Party or assigned to Secured Party by
others in connection with the Obligations. All rights
and remedies of Secured Party in all such agreements are
cumulative, but in the event of actual conflict in terms
and conditions, the terms and conditions of the latest
security agreement shall govern and control.

vii. NOTICES. Any notice or demand given by Secured
Party to Debtor in connection with this Agreement, the
Collateral or the Obligations, shall be deemed given and
effective upon deposit in the United States mail,
postage prepaid, addressed to Debtor at the address of
Debtor designated at the beginning of this Agreement.
Actual notice to Debtor shall always be effective no
matter how given or received.

viii. HEADINGS AND GENDER. Paragraph headings in this
Agreement are for convenience only and shall be given no
meaning or significance in interpreting this Agreement.
All words used herein shall be construed to be of such
gender or number as the circumstances require.

ix. AMENDMENTS. Neither this Agreement nor any of its
provisions may be changed, amended, modified, waived or
discharged orally, but only by an instrument in writing
signed by the party against whom enforcement of the
change, amendment, modification, waiver or discharge is
sought.

x. CONTINUING AGREEMENT. The security interest (and
pledges and assignments as applicable) hereby granted
and all of the terms and provisions in this Agreement
shall be deemed a continuing

<PAGE> 19

agreement and shall continue in full force and effect
until terminated in writing. Any such revocation or
termination shall only be effective if explicitly
confirmed in a signed writing issued by Secured Party to
such effect and shall in no way impair or affect any
transactions entered into or rights created or
Obligations incurred or arising prior to such revocation
or termination as to which this Agreement shall be fully
operative until same are repaid and discharged in full.
Unless otherwise required by applicable law, Secured
Party shall be under no obligation to issue a
termination statement or similar documents unless Debtor
requests same in writing and, provided further, that all
Obligations have been repaid and discharged in full and
there are no commitments to make advances, incur any
Obligations or otherwise give value.

xi. BINDING EFFECT. The provisions of this Security
Agreement shall be binding upon the heirs, personal
representatives, successors and assigns of Debtor and
the rights, powers and remedies of Secured Party
hereunder shall inure to the benefit of the successors
and assigns of Secured Party.

xii. GOVERNING LAW. This Security Agreement shall be
governed by the law of the State of Texas and applicable
federal law.

xiii. AGREEMENT FOR BINDING ARBITRATION. DEBTOR AGREES TO
BE BOUND BY THE TERMS AND PROVISIONS OF THE ARBITRATION
PROGRAM (DATED 9/23/94) WHICH IS INCORPORATED BY
REFERENCE HEREIN AND IS ACKNOWLEDGED AS RECEIVED BY
DEBTOR PURSUANT TO WHICH ANY AND ALL DISPUTES SHALL BE
RESOLVED BY MANDATORY BINDING ARBITRATION UPON THE
REQUEST OF ANY PARTY.

EXECUTED as of this 1st day of March, 1996.

"Debtor"

BEARCOM, INC.

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

<PAGE> 1
EXHIBIT 10.8

AMENDED AND RESTATED COMMERCIAL SECURITY AGREEMENT
(FIBT Form 000-70034 (Rev. 9/86))

Dated as of March 1, 1996

Debtor(s) Secured Party

BEAR COMMUNICATIONS, INC. First Interstate Bank of Texas, N.A.
3505 Cadillac Avenue L1 1445 Ross Avenue
Costa Mesa, California 92626 Dallas, Texas 75202
(HEREINAFTER REFERRED TO AS "DEBTOR" (HEREINAFTER REFERRED TO AS "SECURED
WHETHER ONE OR MORE) PARTY")

WHEREAS, Debtor and Secured Party desire to amend and restate that
certain Commercial Security Agreement dated December 29, 1995 executed by Debtor
in favor of Secured Party;

a. OBLIGATIONS SECURED. The security interest and pledges
and assignments as applicable granted hereby are to secure
punctual payment and performance of the following: (i) that
certain Amended and Restated Guaranty Agreement of even date
herewith executed by Debtor in favor of Secured Party, and
any and all extensions, renewals, modifications and
rearrangements thereof; and (ii) any and all other
indebtedness, liabilities and obligations whatsoever and of
whatever nature of Debtor to Secured Party whether direct or
indirect, absolute or contingent, primary or secondary, due
or to become due and whether now existing or hereafter
arising and howsoever evidenced or acquired, whether joint or
several, or joint and several (all of which are herein
separately and collectively referred to as the
"Obligations"). Debtor acknowledges that the security
interest (and pledges and assignments as applicable) hereby
granted shall secure all future advances from Secured Party
to BearCom, Inc., as well as any and all other indebtedness,
liabilities and obligations of Debtor to Secured Party
whether now in existence or hereafter arising.

b. USE OF COLLATERAL. Debtor represents, warrants and
covenants that the Collateral will be used by the Debtor
primarily for business use, unless otherwise specified as
follows:

______ Personal, family or household purposes;
______ Farming operations.

<PAGE> 2

[X] ALL ACCOUNTS. A security interest in all accounts now owned or
existing as well as any and all that may hereafter arise or be
acquired by Debtor, and all the proceeds and products thereof,
including without limitation, all notes, drafts, acceptances,
instruments and chattel paper arising therefrom, and all returned
or repossessed goods arising from or relating to any such
accounts, or other proceeds of any sale or other disposition of
inventory.

[X] ALL INVENTORY. A security interest in all of Debtor's inventory,
including all goods, merchandise, raw materials, goods in process,
finished goods and other tangible personal property, wheresoever
located, now owned or hereafter acquired and held for sale or
lease or furnished or to be furnished under contracts for service
or used or consumed in Debtor's business and all additions and
accessions thereto and contracts with respect thereto and all
documents of title evidencing or representing any part thereof,
and all products and proceeds thereof, including, without
limitation, all of such which is now or hereafter located at the
following locations: (give locations)

11545 Pagemill Road
Dallas, Texas 75243

3505 Cadillac Avenue
Costa Mesa, California 92626

[X] ALL EQUIPMENT. A security interest in all equipment of every
nature and description whatsoever now owned or hereafter acquired
by Debtor including all appurtenances and additions thereto and
substitutions therefor, wheresoever located, including all tools,
parts and accessories used in connection therewith.

[X] GENERAL INTANGIBLES. A security interest in all general
intangibles and other personal property now owned or hereafter
acquired by Debtor other than goods, accounts, chattel paper,
documents and instruments.

[X] CHATTEL PAPER. A security interest in all of Debtor's interest
under chattel paper, lease agreements and other instruments or
documents, whether now existing or owned by Debtor or hereafter
arising or acquired by Debtor, evidencing both a debt and security
interest in or lease of specific goods.

<PAGE> 3

[X] INSTRUMENTS. A pledge and assignment of and security interest in
all of Debtor's now owned or existing as well as hereafter
acquired or arising instruments and documents.

[ ] OTHER. A security interest in all of Debtor's interest, now owned
or hereafter acquired, in and to the property described below:
(give description)

d. REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR.
Debtor represents and warrants as follows:

i. OWNERSHIP; NO ENCUMBRANCES. Except for the security
interest (and pledges and assignments as applicable)
granted hereby, the Debtor is, and as to any property
acquired after the date hereof which is included within
the Collateral, Debtor will be, the owner of all such
Collateral free and clear from all charges, liens,
security interests, adverse claims and encumbrances of
any and every nature whatsoever.

<PAGE> 4

except the financing statements filed or to be filed in
favor of Secured Party.

e. GENERAL COVENANTS. Debtor covenants and agrees as
follows:

<PAGE> 5

<PAGE> 6

<PAGE> 7

f. ADDITIONAL PROVISIONS REGARDING ACCOUNTS. The following
provisions shall apply to all accounts included within the
Collateral:

ii. ADDITIONAL WARRANTIES. As of the time any account
becomes subject to the security interest (or pledge of
assignment as applicable) granted hereby, Debtor shall
be deemed further to have

<PAGE> 8

iv. IDENTIFICATION AND ASSIGNMENT OF ACCOUNTS. Upon
Secured Party's request, whether before or after
default, Debtor shall take

<PAGE> 9

g. ADDITIONAL PROVISIONS REGARDING INVENTORY. The following
provisions shall apply to all inventory included within the
Collateral:

<PAGE> 10

iv. ACCOUNTS AS PROCEEDS. All accounts that are
proceeds of the inventory included within the Collateral
shall be subject to all of the terms and provisions
hereof pertaining to accounts.

v. PROTECTION OF INVENTORY. Debtor shall take all
action necessary to protect and preserve the inventory.

h. ADDITIONAL PROVISIONS REGARDING SECURITIES AND SIMILAR
COLLATERAL. The following provisions shall apply to all
securities and similar property included within the
Collateral:

<PAGE> 11

<PAGE> 12

amended or otherwise modified, until all Obligations
have been fully satisfied.

<PAGE> 13

States Securities and Exchange Commission one or more
notices of proposed sale of securities pursuant to Rule
144 under the Securities Act of 1933 and/or any similar
filings or notices with any applicable state agencies,
and said attorney in fact shall have full power and
authority to do, take and perform all and every act and
thing whatsoever requisite, proper or necessary to be
done, in the exercise of the rights and powers herein
granted, as fully to all intents and purposes as Debtor
might or could do if personally present. This power
shall be irrevocable and deemed coupled with an
interest. The rights, powers and authority of said
attorney in fact herein granted shall commence and be in
full force and effect from the date of this agreement,
and such rights, powers and authority shall remain in
full force and effect, and this power of attorney shall
not be rescinded, revoked, terminated, amended or
otherwise modified, until all Obligations have been
fully satisfied.

i. ADDITIONAL PROVISIONS REGARDING CERTIFICATES OF DEPOSIT
AND SIMILAR COLLATERAL. The following provisions shall apply
to certificates of deposit and similar property included
within the Collateral:

<PAGE> 14

i. COLLECTION OF DEPOSITS. Debtor agrees that Secured
Party may, at any time (whether before or after default)
and in its sole discretion, surrender for payment and
obtain payment of any portion of the Collateral, whether
such have matured or the exercise of Secured Party's
rights results in loss of interest or principal or other
penalty on such deposits, and, in connection therewith,
cause payment to be made directly to Secured Party.

<PAGE> 15

k. REMEDIES. Upon the occurrence of an event of default, or
if Secured Party deems payment of the Obligations to be
insecure, Secured Party, at its option, shall be entitled to
exercise any one or more of the following remedies (all of
which are cumulative):

<PAGE> 16

and remedies at law and in equity, all of which shall be
deemed cumulative. Without limiting the foregoing,
Debtor agrees that Secured Party shall have the right
to: (a) require Debtor to assemble the Collateral and
make it available to Secured Party at a place designated
by Secured Party that is reasonably convenient to both
parties, which Debtor agrees to do; (b) peaceably take
possession of the Collateral and remove same, with or
without judicial process; (c) without removal, render
equipment included within the Collateral unusable, and
dispose of the Collateral on the Debtor's premises; (d)
sell, lease or otherwise dispose of the Collateral, at
one or more locations, by public or private proceedings,
for cash or credit, without assumption of credit risk;
and/or (e) whether before or after default, collect and
receipt for, compound, compromise, and settle, and give
releases, discharges and acquittances with respect to,
any and all amounts owed by any person or entity with
respect to the Collateral. Unless the Collateral is
perishable or threatens to decline speedily in value or
is of a type customarily sold on a recognized market,
Secured Party will send Debtor reasonable notice of the
time and place of any public sale or of the time after
which any private sale or other disposition will be
made. Any requirement of reasonable notice to Debtor
shall be met if such notice is mailed, postage prepaid,
to Debtor at the address of Debtor designated at the
beginning of this Agreement, at least five (5) days
before the day of any public sale or at least five (5)
days before the time after which any private sale or
other disposition will be made.

<PAGE> 17

l. OTHER AGREEMENTS.

ii. JOINT AND SEVERAL RESPONSIBILITY. If this Security
Agreement is executed by more than one Debtor, the
obligations of all such Debtors shall be joint and
several.

<PAGE> 18

provisions hereof shall be construed and enforced to the
same effect as if such offending provision (or portion
thereof) had not been contained herein, to the maximum
extent possible.

x. CONTINUING AGREEMENT. The security interest (and
pledges and assignments as applicable) hereby granted
and all of the terms and provisions in this Agreement
shall be deemed a continuing

<PAGE> 19

xii. GOVERNING LAW. This Security Agreement shall be
governed by the law of the State of Texas and applicable
federal law.

xiii. AGREEMENT FOR BINDING ARBITRATION. DEBTOR AGREES TO
BE BOUND BY THE TERMS AND PROVISIONS OF THE ARBITRATION
PROGRAM (DATED 9/1/92) WHICH IS INCORPORATED BY
REFERENCE HEREIN AND IS ACKNOWLEDGED AS RECEIVED BY
DEBTOR PURSUANT TO WHICH ANY AND ALL DISPUTES SHALL BE
RESOLVED BY MANDATORY BINDING ARBITRATION UPON THE
REQUEST OF ANY PARTY.

EXECUTED as of this 1st day of March, 1996.

"Debtor"

BEAR COMMUNICATIONS, INC.

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

<PAGE> 1
EXHIBIT 10.9

AMENDED AND RESTATED COMMERCIAL SECURITY AGREEMENT
(FIBT Form 000-70034 (Rev. 9/86))

Dated as of March 1, 1996

<TABLE>

Debtor(s) Secured Party

<S> <C>
BEARCOM OPERATING, L.P. First Interstate Bank of Texas, N.A.
11545 Pagemill Road 1445 Ross Avenue
Dallas, Texas 75243 Dallas, Texas 75202
(HEREINAFTER REFERRED TO AS "DEBTOR" (HEREINAFTER REFERRED TO AS "SECURED
WHETHER ONE OR MORE) PARTY")
</TABLE>

WHEREAS, Debtor and Secured Party desire to amend and restate that
certain Commercial Security Agreement dated December 29, 1995 executed by Debtor
in favor of Secured Party;

a. OBLIGATIONS SECURED. The security interest and
pledges and assignments as applicable granted
hereby are to secure punctual payment and performance of
the following: (i) that certain Renewal Master Revolving
Credit Note of even date herewith in the original
principal sum of $9,000,000.00, executed by Debtor and
payable to the order of Secured Party, and any and all
extensions, renewals, modifications and rearrangements
thereof; (ii) certain obligations of Debtor to Secured
Party under that certain Second Amended and Restated
Loan Agreement of even date herewith between Debtor and
Secured Party and all extensions, renewals,
modifications and rearrangements thereof; and (iii) any
and all other indebtedness, liabilities and obligations
whatsoever and of whatever nature of Debtor to Secured
Party whether direct or indirect, absolute or
contingent, primary or secondary, due or to become due
and whether now existing or hereafter arising and
howsoever evidenced or acquired, whether joint or
several, or joint and several (all of which are herein
separately and collectively referred to as the
"Obligations"). Debtor acknowledges that the security
interest (and pledges and assignments as applicable)
hereby granted shall secure all future advances from
Secured Party to BearCom, Inc., as well as any and all
other indebtedness, liabilities and obligations of
Debtor to Secured Party whether now in existence or
hereafter arising.

b. USE OF COLLATERAL. Debtor represents, warrants and
covenants that the Collateral will be used by the Debtor
primarily for business use, unless otherwise specified
as follows:

______ Personal, family or household purposes;

<PAGE> 2

______ Farming operations.

c. DESCRIPTION OF COLLATERAL. Debtor hereby grants to
Secured Party a security interest in (and hereby pledges
and assigns as applicable) and agrees that Secured Party
shall continue to have a security interest in (and a
pledge and assignment as applicable), the following
property, to-wit: (DEBTOR TO INITIAL APPROPRIATE BLANKS)

[ ] [X] ALL ACCOUNTS. A security interest in all accounts now owned or
existing as well as any and all that may hereafter arise or be
acquired by Debtor, and all the proceeds and products thereof,
including without limitation, all notes, drafts, acceptances,
instruments and chattel paper arising therefrom, and all
returned or repossessed goods arising from or relating to any
such accounts, or other proceeds of any sale or other
disposition of inventory.

[ ] [X] ALL INVENTORY. A security interest in all of Debtor's
inventory, including all goods, merchandise, raw materials,
goods in process, finished goods and other tangible personal
property, wheresoever located, now owned or hereafter acquired
and held for sale or lease or furnished or to be furnished
under contracts for service or used or consumed in Debtor's
business and all additions and accessions thereto and
contracts with respect thereto and all documents of title
evidencing or representing any part thereof, and all products
and proceeds thereof, including, without limitation, all of
such which is now or hereafter located at the following
locations: (give locations)

11545 Pagemill Road
Dallas, Texas 75243

[ ] [X] ALL EQUIPMENT. A security interest in all equipment of every
nature and description whatsoever now owned or hereafter
acquired by Debtor including all appurtenances and additions
thereto and substitutions therefor, wheresoever located,
including all tools, parts and accessories used in connection
therewith.

[ ] [X] GENERAL INTANGIBLES. A security interest in all general
intangibles and other personal property now owned or hereafter
acquired by Debtor other than goods, accounts, chattel paper,
documents and instruments.

[ ] [X] CHATTEL PAPER. A security interest in all of Debtor's interest
under chattel paper, lease agreements and other instruments or
documents, whether now existing or owned by Debtor or
hereafter arising or acquired by Debtor, evidencing both a
debt and security interest in or lease of specific goods.

2
<PAGE> 3

[ ] [X] INSTRUMENTS. A pledge and assignment of and security interest
in all of Debtor's now owned or existing as well as hereafter
acquired or arising instruments and documents.

[ ] [ ] OTHER. A security interest in all of Debtor's interest, now
owned or hereafter acquired, in and to the property described
below: (give description)

d. REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR.
Debtor represents and warrants as follows:

i. OWNERSHIP; NO ENCUMBRANCES. Except for the
security interest (and pledges and assignments
as applicable) granted hereby, the Debtor is,
and as to any property acquired after the date
hereof which is included within the Collateral,
Debtor will be, the owner of all such Collateral
free and clear from all charges, liens, security
interests, adverse claims and encumbrances of
any and every nature whatsoever.

ii. NO FINANCING STATEMENTS. There is no
financing statement or similar filing now on
file in any public office covering any part of
the Collateral, and Debtor will not execute and
there will not be on file in any public office
any financing statement or similar filing

3
<PAGE> 4

except the financing statements filed or to be
filed in favor of Secured Party.

iii. ACCURACY OF INFORMATION. All information
furnished to Secured Party concerning Debtor,
the Collateral and the Obligations, or otherwise
for the purpose of obtaining or maintaining
credit, is or will be at the time the same is
furnished, accurate and complete in all material
respects.

iv. AUTHORITY. Debtor has full right and
authority to execute and perform this Agreement
and to create the security interest (and pledges
and assignment as applicable) created by this
Agreement. The making and performance by Debtor
of this Agreement will not violate any articles
of incorporation, bylaws or similar document
respecting Debtor, any provision of law, any
order of court or governmental agency, or any
indenture or other agreement to which Debtor is
a party, or by which Debtor or any of Debtor's
property is bound, or be in conflict with,
result in a breach of or constitute (with due
notice and/or lapse of time) a default under any
such indenture or other agreement, or result in
the creation or imposition of any charge, lien,
security interest, claim or encumbrance of any
and every nature whatsoever upon the Collateral,
except as contemplated by this Agreement.

v. ADDRESSES. The address of Debtor designated
at the beginning of this Agreement is Debtor's
place of business if Debtor has only one place
of business; Debtor's chief executive office if
Debtor has more than one place of business; or
Debtor's residence if Debtor has no place of
business. Debtor agrees not to change such
address without advance written notice to
Secured Party.

e. GENERAL COVENANTS. Debtor covenants and agrees
as follows:

i. OPERATION OF THE COLLATERAL. Debtor agrees
to maintain and use the Collateral solely in the
conduct of its own business, in a careful and
proper manner, and in conformity with all
applicable permits or licenses. Debtor shall
comply in all respects with all applicable
statutes, laws, ordinances and regulations.
Debtor shall not use the Collateral in any
unlawful manner or for any unlawful purposes, or
in any manner or for any purpose that would
expose the Collateral to unusual risk, or to
penalty, forfeiture or capture, or that would
render inoperative any insurance in connection
with the Collateral.

4
<PAGE> 5

ii. CONDITION. Debtor shall maintain, service
and repair the Collateral so as to keep it in
good operating condition. Debtor shall replace
within a reasonable time all parts that may be
worn out, lost, destroyed or otherwise rendered
unfit for use, with appropriate replacement
parts. Debtor shall obtain and maintain in good
standing at all times all applicable permits,
licenses, registrations and certificates
respecting the Collateral.

iii. ASSESSMENTS. Debtor shall promptly pay when
due all taxes, assessments, license fees,
registration fees, and governmental charges
levied or assessed against Debtor or with
respect to the Collateral or any part thereof.

iv. NO ENCUMBRANCES. Debtor agrees not to suffer
or permit any charge, lien, security interest,
adverse claim or encumbrance of any and every
nature whatsoever against the Collateral or any
part thereof.

v. NO REMOVAL. Except as otherwise provided in
this Agreement, Debtor shall not remove the
Collateral from the county or counties
designated at the beginning of this Agreement
without Secured Party's prior written consent.

vi. NO TRANSFER. Except as otherwise provided in
this Agreement with respect to inventory, Debtor
shall not, without the prior written consent of
Secured Party, sell, assign, transfer, lease,
charter, encumber, hypothecate or dispose of the
Collateral, or any part thereof, or interest
therein, or offer to do any of the foregoing.

vii. NOTICES AND REPORTS. Debtor shall promptly
notify Secured Party in writing of any change in
the name, identity or structure of Debtor, any
charge, lien, security interest, claim or
encumbrance asserted against the Collateral, any
litigation against Debtor or the Collateral, any
theft, loss, injury or similar incident
involving the Collateral, and any other material
matter adversely affecting Debtor or the
Collateral. Debtor shall furnish such other
reports, information and data regarding Debtor's
financial condition and operations, the
Collateral and such other matters as Secured
Party may request from time to time.

viii. LANDLORD'S WAIVERS. Debtor shall furnish to
Secured Party, if requested, a landlord's waiver
of all liens with respect to any Collateral
covered by this Agreement that is or may be
located upon leased premises, such landlord's
waivers to be in such form and upon such terms
as are acceptable to Secured Party.

5
<PAGE> 6

ix. ADDITIONAL FILINGS. Debtor agrees to execute
and deliver such financing statement or
statements, or amendments thereof or supplements
thereto, or other documents as Secured Party may
from time to time require in order to comply
with the Texas Uniform Commercial Code (or other
applicable state law of the jurisdiction where
any of the Collateral is located) and to
preserve and protect the Secured Party's rights
to the Collateral.

x. PROTECTION OF COLLATERAL. Secured Party, at
its option, whether before or after default, but
without any obligation whatsoever to do so, may
(a) discharge taxes, claims, charges, liens,
security interests, assessments or other
encumbrances of any and every nature whatsoever
at any time levied, placed upon or asserted
against the Collateral, (b) place and pay for
insurance on the Collateral, including insurance
that only protects Secured Party's interest, (c)
pay for the repair, improvement, testing,
maintenance and preservation of the Collateral,
(d) pay any filing, recording, registration,
licensing or certification fees or other fees
and charges related to the Collateral, or (e)
take any other action to preserve and protect
the Collateral and Secured Party's rights and
remedies under this Agreement as Secured Party
may deem necessary or appropriate. Debtor agrees
that Secured Party shall have no duty or
obligation whatsoever to take any of the
foregoing action. Debtor agrees to promptly
reimburse Secured Party upon demand for any
payment made or any expense incurred by the
Secured Party pursuant to this authorization.
These payments and expenditures, together with
interest thereon from date incurred until paid
by Debtor at the maximum contract rate allowed
under applicable laws, which Debtor agrees to
pay, shall constitute additional Obligations and
shall be secured by and entitled to the benefits
of this Agreement.

xi. INSPECTION. Debtor shall at all reasonable
times allow Secured Party by or through any of
its officers, agents, attorneys or accountants,
to examine the Collateral, wherever located, and
to examine and make extracts from Debtor's books
and records.

xii. FURTHER ASSURANCES. Debtor shall do, make,
procure, execute and deliver all such additional
and further acts, things, deeds, interests and
assurances as Secured Party may require from
time to time to protect, assure and enforce
Secured Party's rights and remedies.

6
<PAGE> 7

xiii. INSURANCE. Debtor shall have and maintain
insurance at all time with respect to all
tangible Collateral insuring against risks of
fire (including so-called extended coverage),
theft and other risks as Secured Party may
require, containing such terms, in such form and
amounts and written by such companies as may be
satisfactory to Secured Party, all of such
insurance to contain loss payable clauses in
favor of Secured Party as its interest may
appear. All policies of insurance shall provide
for ten (10) days' written minimum cancellation
notice to Secured Party and at the request of
Secured Party shall be delivered to and held by
it. Secured Party is hereby authorized to act as
attorney for Debtor in obtaining, adjusting,
settling and canceling such insurance and
endorsing any drafts or instruments. Secured
Party shall be authorized to apply the proceeds
from any insurance to the Obligations secured
hereby whether or not such Obligations are then
due and payable. Debtor specifically authorizes
Secured Party to disclose information from the
policies of insurance to prospective insurers
regarding the Collateral.

xiv. ADDITIONAL COLLATERAL. If Secured Party
should at any time be of the opinion that the
Collateral is impaired, not sufficient or has
declined or may decline in value, or should
Secured Party deem payment of the Obligations to
be insecure, then Secured Party may call for
additional security satisfactory to Secured
Party, and Debtor promises to furnish such
additional security forthwith. The call for
additional security may be oral, by telegram, or
United States mail addressed to Debtor, and
shall not affect any other subsequent right of
Secured Party to exercise the same.

f. ADDITIONAL PROVISIONS REGARDING ACCOUNTS. The
following provisions shall apply to all accounts
included within the Collateral:

i. DEFINITIONS. The term "account", as used in
this Agreement, shall have the same meaning as
set forth in the Uniform Commercial Code of
Texas in effect as of the date of execution
hereof, and as set forth in any amendment to the
Uniform Commercial Code of Texas to become
effective after the date of execution hereof,
and also shall include all present and future
notes, instruments, documents, general
intangibles, drafts, acceptances and chattel
paper of Debtor, and the proceeds thereof.

ii. ADDITIONAL WARRANTIES. As of the time any
account becomes subject to the security interest
(or pledge of assignment as applicable) granted
hereby, Debtor shall be deemed further to have

7
<PAGE> 8

warranted as to each and all of such accounts as
follows: (a) each account and all papers and
documents relating thereto are genuine and in
all respects what they purport to be; (b) each
account is valid and subsisting and arises out
of a bona fide sale of goods sold and delivered
to, or out of and for services theretofore
actually rendered by the Debtor to, the account
debtor named in the account; (c) the amount of
the account represented as owing is the correct
amount actually and unconditionally owing except
for normal cash discounts and is not subject to
any set-offs, credits, defenses or counter-
charges; and (d) Debtor is the owner thereof
free and clear of any charges, liens, security
interests, adverse claims and encumbrances of
any and every nature whatsoever.

iii. COLLECTION OF ACCOUNTS. Secured Party shall
have the right in its own name or in the name of
the Debtor, whether before or after default, to
require Debtor forthwith to transmit all
proceeds of collection of accounts to Secured
Party, to notify any and all account debtors to
make payments of the accounts directly to
Secured Party, to demand, collect, receive,
receipt for, sue for, compound and give
acquittal for, any and all amounts due or to
become due on the accounts and to endorse the
name of the Debtor on all commercial paper given
in payment or part payment thereof, and in
Secured Party's discretion to file any claim or
take any other action or proceeding that Secured
Party may deem necessary or appropriate to
protect and preserve and realize upon the
accounts and related Collateral. Unless and
until Secured Party elects to collect accounts,
and the privilege of Debtor to collect accounts
is revoked by Secured Party in writing, Debtor
shall continue to collect accounts, account for
same to Secured Party, and shall not commingle
the proceeds of collection of accounts with any
funds of the Debtor. In order to assure
collection of accounts in which Secured Party
has a security interest (or pledge or assignment
of as applicable) hereunder, Secured Party may
notify the post office authorities to change the
address for delivery of mail addressed to Debtor
to such address as Secured Party may designate,
and to open and dispose of such mail and receive
the collections of accounts included herewith.
Secured Party shall have no duty or obligation
whatsoever to collect any account, or to take
any other action to preserve or protect the
Collateral; however, should Secured Party elect
to collect any account or take possession of any
Collateral, Debtor releases Secured Party from
any claim or claims for loss or damage arising
from any act or omission in connection
therewith.

iv. IDENTIFICATION AND ASSIGNMENT OF ACCOUNTS.
Upon Secured Party's request, whether before or
after default, Debtor shall take

8
<PAGE> 9

such action and execute and deliver such
documents as Secured Party may reasonably
request in order to identify, confirm, mark,
segregate and assign accounts and to evidence
Secured Party's interest in same. Without
limitation of the foregoing, Debtor, upon
request, agrees to assign accounts to Secured
Party, identify and mark accounts as being
subject to the security interest (or pledge or
assignment as applicable) granted hereby, mark
Debtor's books and records to reflect such
assignments, and forthwith to transmit to
Secured Party in the form as received by Debtor
any and all proceeds of collection of such
accounts.

v. ACCOUNT REPORTS. Upon Secured Party's
request, Debtor will deliver to Secured Party,
prior to the tenth (10th) day of each month, or
on such other frequency as Secured Party may
request, a written report in form and content
satisfactory to Secured Party, showing a listing
and aging of accounts and such other information
as Secured Party may request from time to time.
Debtor shall immediately notify Secured Party of
the assertion by any account debtor of any
set-off, defense or claim regarding an account
or any other matter adversely affecting an
account.

vi. SEGREGATION OF RETURNED GOODS. Returned or
repossessed goods arising from or relating to
any accounts included within the Collateral
shall if requested by Secured Party be held
separate and apart from any other property.
Debtor shall as often as requested by Secured
Party, but not less often than weekly even
though no special request has been made, report
to Secured Party the appropriate identifying
information with respect to any such returned or
repossessed goods relating to accounts included
in assignments or identifications made pursuant
hereto.

g. ADDITIONAL PROVISIONS REGARDING INVENTORY. The
following provisions shall apply to all inventory
included within the Collateral:

i. INVENTORY REPORTS. Upon request by Secured
Party, Debtor will deliver to Secured Party,
prior to the tenth (10th) day of each month, or
on such other frequency as Secured Party may
request, a written report in form and content
satisfactory to Secured Party, with respect to
the preceding month or other applicable period,
showing Debtor's opening inventory, inventory
acquired, inventory sold, inventory returned,
inventory used in Debtor's business, closing
inventory, any other inventory not within the
preceding categories, and such other information
as Secured Party may request from time to time.
Debtor shall immediately notify Secured Party

9
<PAGE> 10

of any matter adversely affecting the inventory,
including, without limitation, any event causing
loss or depreciation in the value of the
inventory and the amount of such possible loss
or depreciation.

ii. LOCATION OF INVENTORY. Debtor will promptly
notify Secured Party in writing of any addition
to, change in or discontinuance of its place(s)
of business as shown in this agreement, the
places at which inventory is located as shown
herein, the location of its chief executive
office and the location of the office where it
keeps its records as set forth herein. All
Collateral will be located at the place(s) of
business shown at the beginning of this
agreement as modified by any written notice(s)
given pursuant hereto.

iii. USE OF INVENTORY. Unless and until the
privilege of Debtor to use inventory in the
ordinary course of Debtor's business is revoked
by Secured Party in the event of default or if
Secured Party deems itself insecure, Debtor may
use the inventory in any manner not inconsistent
with this Agreement, may sell that part of the
Collateral consisting of inventory provided that
all such sales are in the ordinary course of
business, and may use and consume any raw
materials or supplies that are necessary in
order to carry on Debtor's business. A sale in
the ordinary course of business does not include
a transfer in partial or total satisfaction of a
debt.

iv. ACCOUNTS AS PROCEEDS. All accounts that are
proceeds of the inventory included within the
Collateral shall be subject to all of the terms
and provisions hereof pertaining to accounts.

v. PROTECTION OF INVENTORY. Debtor shall take
all action necessary to protect and preserve the
inventory.

h. ADDITIONAL PROVISIONS REGARDING SECURITIES AND
SIMILAR COLLATERAL. The following provisions shall apply
to all securities and similar property included within
the Collateral:

i. ADDITIONAL WARRANTIES. As to each and all
securities and similar property included within
the Collateral (including securities hereafter
acquired that are part of the Collateral),
Debtor further represents and warrants, as of
the time of. delivery of same to Secured Party,
as follows: (a) such securities are genuine,
validly issued and outstanding, fully paid and
nonassessable, and are not issued in violation
of the preemptive rights of any person or of any
agreement by which the issuer or obligor thereof
or Debtor is bound; (b) such securities are not
subject to any interest, option or

10
<PAGE> 11

right of any third person; (c) such securities
are in compliance with applicable law concerning
form, content and manner of preparation and
execution; and (d) Debtor acquired and holds the
securities in compliance with all applicable
laws and regulations.

ii. DIVIDENDS AND PROCEEDS. Any and all
payments, dividends, other distributions
(including stock redemption proceeds), or other
securities in respect of or in exchange for the
Collateral, whether by way of dividends, stock
dividends, recapitalizations, mergers,
consolidations, stock splits, combinations or
exchanges of shares or otherwise, received by
Debtor shall be held by Debtor in trust for
Secured Party and Debtor shall immediately
deliver same to Secured Party to be held as part
of the Collateral. Debtor may retain ordinary
cash dividends unless and until Secured Party
requests that same be paid and delivered to
Secured Party (which Secured Party may request
either before or after default).

iii. COLLECTIONS. Secured Party shall have the
right at any time and from time to time (whether
before or after default) to notify and direct
the issuer or obligor to make all payments,
dividends and distributions regarding the
Collateral directly to Secured Party. Secured
Party shall have the authority to demand of the
issuer or obligor, and to receive and receipt
for, any and all payments, dividends and other
distributions payable in respect thereof,
regardless of the medium in which paid and
whether they are ordinary or extraordinary. Each
issuer and obligor making payment to Secured
Party hereunder shall be fully protected in
relying on the written statement of Secured
Party that it then holds a security interest
which entitles it to receive such payment, and
the receipt by Secured Party for such payment
shall be full acquittance therefor to the one
making such payment.

iv. VOTING RIGHTS. Upon default, or if Secured
Party deems itself insecure, Secured Party shall
have the right, at its discretion, to transfer
to or register in the name of Secured Party or
any nominee of Secured Party any of the
Collateral, and/or to exercise any or all voting
rights as to any or all of the Collateral. For
such purposes, Debtor hereby names, constitutes
and appoints the President or any Vice President
of Secured Party as Debtor's proxy in the
Debtor's name, place and stead to vote any and
all of the securities, as such proxy may elect,
for and in the name, place and stead of Debtor,
as to all matters coming before shareholders,
such proxy to be irrevocable and deemed coupled
with an interest. The rights, powers and
authority of said proxy shall remain in full
force and effect, and shall not be rescinded,
revoked, terminated,

11
<PAGE> 12

amended or otherwise modified, until all
Obligations have been fully satisfied.

v. NO DUTY. Secured Party shall never be liable
for its failure to give notice to Debtor of
default in the payment of or upon the
Collateral. Secured Party shall have no duty to
fix or preserve rights against prior parties to
the Collateral and shall never be liable for its
failure to use diligence to collect any amount
payable in respect to the Collateral, but shall
be liable only to account to Debtor for what it
may actually collect or receive thereon. Without
limiting the foregoing, it is specifically
understood and agreed that Secured Party shall
have no responsibility for ascertaining any
maturities, calls, conversions, exchanges,
offers, tenders, or similar matters relating to
any of the Collateral or for informing Debtor
with respect to any of such matters
(irrespective of whether Secured Party actually
has, or may be deemed to have, knowledge
thereof). The foregoing provisions of this
paragraph shall be fully applicable to all
securities or similar property held in pledge
hereunder, irrespective of whether Secured Party
may have exercised any right to have such
securities or similar property registered in its
name or in the name of a nominee.

vi. FURTHER ASSURANCES. Debtor agrees to execute
such stock powers, endorse such instruments, or
execute such additional pledge agreements or
other documents as may be required by the
Secured Party in order effectively to grant to
Secured Party the security interest in (and
pledge and assignment of) the Collateral and to
enforce and exercise Secured Party's rights
regarding same.

vii. SECURITIES LAWS. Debtor hereby agrees to
cooperate fully with Secured Party in order to
permit Secured Party to sell, at foreclosure or
other private sale, the Collateral pledged
hereunder. Specifically, Debtor agrees to fully
comply with the securities laws of the United
States and of the State of Texas and to take
such action as may be necessary to permit
Secured Party to sell or otherwise transfer the
securities pledged hereunder in compliance with
such laws. Without limiting the foregoing,
Debtor, at its own expense, upon request by
Secured Party, agrees to effect and obtain such
registrations, filings, statements, rulings,
consents, and other matters as Secured Party may
request.

12
<PAGE> 13

States Securities and Exchange Commission one or
more notices of proposed sale of securities
pursuant to Rule 144 under the Securities Act of
1933 and/or any similar filings or notices with
any applicable state agencies, and said attorney
in fact shall have full power and authority to
do, take and perform all and every act and thing
whatsoever requisite, proper or necessary to be
done, in the exercise of the rights and powers
herein granted, as fully to all intents and
purposes as Debtor might or could do if
personally present. This power shall be
irrevocable and deemed coupled with an interest.
The rights, powers and authority of said
attorney in fact herein granted shall commence
and be in full force and effect from the date of
this agreement, and such rights, powers and
authority shall remain in full force and effect,
and this power of attorney shall not be
rescinded, revoked, terminated, amended or
otherwise modified, until all Obligations have
been fully satisfied.

ix. PRIVATE SALES. Because of the Securities Act
of 1933, as amended, or any other laws or
regulations, there may be legal restrictions or
limitations affecting Secured Party in any
attempts to dispose of certain portions of the
Collateral in the enforcement of its rights and
remedies hereunder. For these reasons Secured
Party is hereby authorized by Debtor, but not
obligated, in the event any default hereunder,
to sell all or any part of the Collateral at
private sale, subject to investment letter or in
any other manner which will not require the
Collateral, or any part thereof, to be
registered in accordance with the securities Act
of 1933, as amended, or the rules and
regulations promulgated thereunder, or any other
law or regulation. Secured Party is also hereby
authorized by Debtor, but not obligated, to take
such actions, give such notices, obtain such
rulings and consents, and do such other things
as Secured Party may deem appropriate in the
event of a sale or disposition of any of the
Collateral. Debtor clearly understands that
Secured Party may in its discretion approach a
restricted number of potential purchasers and
that a sale under such circumstances may yield a
lower price for the Collateral or any part or
parts thereof than would otherwise be obtainable
if same were registered and sold in the open
market, and Debtor agrees that such private
sales shall constitute a commercially reasonable
method of disposing of the Collateral.

i. ADDITIONAL PROVISIONS REGARDING CERTIFICATES OF
DEPOSIT AND SIMILAR COLLATERAL. The following provisions
shall apply to certificates of deposit and similar
property included within the Collateral:

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<PAGE> 14

i. COLLECTION OF DEPOSITS. Debtor agrees that
Secured Party may, at any time (whether before
or after default) and in its sole discretion,
surrender for payment and obtain payment of any
portion of the Collateral, whether such have
matured or the exercise of Secured Party's
rights results in loss of interest or principal
or other penalty on such deposits, and, in
connection therewith, cause payment to be made
directly to Secured Party.

ii. NOTICE TO THIRD PARTY ISSUER. With regard to
any certificates of deposit or similar
Collateral for which Secured Party is not the
issuer, Debtor agrees to notify the issuer or
obligor of the interests hereby granted to
Secured Party and to obtain from such issuer or
obligor acknowledgement of the interests in
favor of Secured Party and the issuer's or
obligor's agreement to waive in favor of Secured
Party any and all rights of set-off or similar
rights or remedies to which such issuer or
obligor may be entitled, and, in connection
therewith, to execute and cause the issuer or
obligor to execute, any and all acknowledgments,
waivers and other agreements in such form and
upon such terms as Secured Party may request.

iii. PROCEEDS. Any and all replacement or renewal
certificates, instruments, or other benefits or
proceeds related to the Collateral that are
received by Debtor shall be held by Debtor in
trust for Secured Party and immediately
delivered to Secured Party to be held as part of
the Collateral.

iv. NO DUTY. Secured Party shall never be liable
for its failure to give notice to Debtor of
default in the payment of or upon the
Collateral. Secured Party shall have no duty to
fix or preserve rights against prior parties to
the Collateral and shall never be liable for its
failure to use diligence to collect any amount
payable in respect to the Collateral, but shall
be liable only to account to Debtor for what it
may actually collect or receive thereon. Without
limiting the foregoing, it is specifically
understood and agreed that Secured Party shall
have no responsibility for ascertaining any
maturities or similar matters relating to any of
the Collateral or for informing Debtor with
respect to any of such matters (irrespective of
whether Secured Party actually has, or may be
deemed to have, knowledge thereof).

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<PAGE> 15

(ii) the occurrence of any event which under the
terms of any evidence of indebtedness,
indenture, loan agreement, security agreement or
similar instrument permits the acceleration of
maturity of any obligation of Debtor or BearCom,
Inc. (whether to Secured Party or to others);
(iii) any representation or warranty made by
Debtor to Secured Party in connection with this
Agreement, the Collateral or the Obligations, or
in any statements or certificates, proves
incorrect in any material respect as of the date
of the making or the issuance thereof; (iv)
default occurs in the observance or performance
of, or if Debtor fails to furnish adequate
evidence of performance of, any provision of
this Agreement or of any note, assignment,
transfer, other agreement, document or
instrument delivered by Debtor to Secured Party
in connection with this Agreement, the
Collateral or the Obligations; (v) death,
dissolution, liquidation, termination of
existence, insolvency, business failure or
winding-up of Debtor or any maker, endorser,
guarantor, surety or other party liable in any
capacity for any of the Obligations; (vi) the
commission of an act of bankruptcy by, or the
application for appointment of a receiver or any
other legal custodian for any part of the
property of, assignment for the benefit of
creditors by, or the commencement of any
proceedings under any bankruptcy, arrangement,
reorganization, insolvency or similar laws for
the relief of debtors by or against, the Debtor
or any maker, endorser, guarantor, surety or
other party primarily or secondarily liable for
any of the Obligations; (vii) the Collateral
becomes, in the judgment of Secured Party,
impaired, unsatisfactory or insufficient in
character or value; or (viii) the filing of any
levy, attachment, execution, garnishment or
other process against the Debtor or any of the
Collateral or any maker, endorser, guarantor,
surety, or other party liable in any capacity
for any of the Obligations.

k REMEDIES. Upon the occurrence of an event of
default, or if Secured Party deems payment of the
Obligations to be insecure, Secured Party, at its
option, shall be entitled to exercise any one or more of
the following remedies (all of which are cumulative):

i DECLARE OBLIGATIONS DUE. Secured
Party, at its option, may declare the
Obligations or any part thereof immediately due
and payable, without demand, notice of intention
to accelerate, notice of acceleration, notice of
non-payment, presentment, protest, notice of
dishonor, or any other notice whatsoever, all of
which are hereby waived by Debtor and any maker,
endorser, guarantor, surety or other party
liable in any capacity for any of the
Obligations.

ii REMEDIES. Secured Party shall have all of
the rights and remedies provided for in this
Agreement and in any other agreements executed
by Debtor, the rights and remedies of the
Uniform Commercial Code of Texas, and any and
all of the rights

15
<PAGE> 16

and remedies at law and in equity, all of which
shall be. deemed cumulative. Without limiting
the foregoing, Debtor agrees that Secured Party
shall have the right to: (a) require Debtor to
assemble the Collateral and make it available to
Secured Party at a place designated by Secured
Party that is reasonably convenient to both '
parties, which Debtor agrees to do; (b)
peaceably take possession of the Collateral and
remove same, with or without judicial process;
(c) without removal, render equipment included
within the Collateral unusable, and dispose of
the Collateral on the Debtor's premises; (d)
sell, lease or otherwise dispose of the
Collateral, at one or more locations, by public
or private proceedings, for cash or credit,
without assumption of credit risk; and/or (e)
whether before or after default, collect and
receipt for, compound, compromise, and settle,
and give releases, discharges and acquittances
with respect to, any and all amounts owed by any
person or entity with respect to the Collateral.
Unless the Collateral is perishable or threatens
to decline speedily in value or is of a type
customarily sold on a recognized market, Secured
Party will send Debtor reasonable notice of the
time and place of any public sale or of the time
after which any private sale or other
disposition will be made. Any requirement of
reasonable notice to Debtor shall be met if such
notice is mailed, postage prepaid, to Debtor at
the address of Debtor designated at the
beginning of this Agreement, at least five (5)
days before the day of any public sale or at
least five (5) days before the time after which
any private sale or other disposition will be
made.

iii EXPENSES. Debtor shall be liable for and
agrees to pay the reasonable expenses incurred
by Secured Party in enforcing its rights and
remedies, in retaking, holding, testing,
repairing, improving, selling, leasing or
disposing of the Collateral, or like expenses,
including, without limitation, attorneys' fees
and legal expenses incurred by Secured Party.
These expenses, together with interest thereon
from date incurred until paid by Debtor at the
maximum contract rate allowed under applicable
laws, which Debtor agrees to pay, shall
constitute additional Obligations and shall be
secured by and entitled to the benefits of this
Agreement.

iv PROCEEDS; SURPLUS; DEFICIENCIES. Proceeds
received by Secured Party from disposition of
the Collateral shall be applied toward Secured
Party's expenses and other Obligations in such
order or manner as Secured Party may elect.
Debtor shall be entitled to any surplus if one
results after lawful application of the
proceeds. Debtor shall remain liable for any
deficiency.

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<PAGE> 17

v. REMEDIES CUMULATIVE. The rights and remedies
of Secured Party are cumulative and the exercise
of any one or more of the rights or remedies
shall not be deemed an election of rights or
remedies or a waiver of any other right or
remedy. Secured Party may remedy any default and
may waive any default without waiving the
default remedied or without waiving any other
prior or subsequent default.

l. OTHER AGREEMENTS.

i. SAVINGS CLAUSE. Notwithstanding any
provision to the contrary herein, or in any of
the documents evidencing the Obligations or
otherwise relating thereto, no such provision
shall require the payment or permit the
collection of interest in excess of the maximum
permitted by applicable usury laws. If any such
excessive interest is so provided for, then in
such event (i) the provisions of this paragraph
shall govern and control, (ii) neither the
Debtor nor his heirs, legal representatives,
successors or assigns or any other party liable
for the payment thereof, shall be obligated to
pay the amount of such interest to the extent
that is in excess of the maximum amount
permitted by law, (iii) any such excess interest
that may have been collected shall be, at the
option of the holder of the instrument
evidencing the Obligations, either applied as a
credit against the then unpaid principal amount
thereof or refunded to the maker thereof, and
(iv) the effective rate of interest shall be
automatically reduced to the maximum lawful rate
under applicable usury laws as now or hereafter
construed by the courts having jurisdiction.

ii. JOINT AND SEVERAL RESPONSIBILITY. If this
Security Agreement is executed by more than one
Debtor, the obligations of all such Debtors
shall be joint and several.

iii. WAIVERS. Debtor and any maker, endorser,
guarantor, surety or other party liable in any
capacity respecting the Obligations hereby waive
demand, notice of intention to accelerate,
notice of acceleration, notice of non-payment,
presentment, protest, notice of dishonor and any
other similar notice whatsoever.

iv. SEVERABILITY. Any provision hereof found to
be invalid by courts having jurisdiction shall
be invalid only with respect to such provision
(and then only to the extent necessary to avoid
such invalidity). The offending provision shall
be modified to the maximum extent possible to
confer upon Secured Party the benefits intended
thereby. Such provision as modified and the
remaining

17
<PAGE> 18

provisions hereof shall be construed and
enforced to the same effect as if such offending
provision (or portion thereof) had not been
contained herein, to the maximum extent
possible.

v. USE OF COPIES. Any carbon, photographic or
other reproduction of any financing statement
signed by Debtor is sufficient as a financing
statement for all purposes, including without
limitation, filing in any state as may be
permitted by the provisions of the Uniform
Commercial Code of such state.

vi. RELATIONSHIP TO OTHER AGREEMENTS. This
Security Agreement and the security interests
(and pledges and assignments as applicable)
herein granted are in addition to (and not in
substitution, novation or discharge of) any and
all prior or contemporaneous security
agreements, security interests, pledges,
assignments, liens, rights, titles or other
interests in favor of Secured Party or assigned
to Secured Party by others in connection with
the Obligations. All rights and remedies of
Secured Party in all such agreements are
cumulative, but in the event of actual conflict
in terms and conditions, the terms and
conditions of the latest security agreement
shall govern and control.

vii. NOTICES. Any notice or demand given by
Secured Party to Debtor in connection with this
Agreement, the Collateral or the Obligations,
shall be deemed given and effective upon deposit
in the United States mail, postage prepaid,
addressed to Debtor at the address of Debtor
designated at the beginning of this Agreement.
Actual notice to Debtor shall always be
effective no matter how given or received.

viii. HEADINGS AND GENDER. Paragraph headings in
this Agreement are for convenience only and
shall be given no meaning or significance in
interpreting this Agreement. All words used
herein shall be construed to be of such gender
or number as the circumstances require.

ix. AMENDMENTS. Neither this Agreement nor any
of its provisions may be changed, amended,
modified, waived or discharged orally, but only
by an instrument in writing signed by the party
against whom enforcement of the change,
amendment, modification, waiver or discharge is
sought.

x. CONTINUING AGREEMENT. The security interest
(and pledges and assignments as applicable)
hereby granted and all of the terms and
provisions in this Agreement shall be deemed a
continuing

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<PAGE> 19

agreement and shall continue in full force and
effect until terminated in writing. Any such
revocation or termination shall only be
effective if explicitly confirmed in a signed
writing issued by Secured Party to such effect
and shall in no way impair or affect any
transactions entered into or rights created or
Obligations incurred or arising prior to such
revocation or termination as to which this
Agreement shall be fully operative until same
are repaid and discharged in full. Unless
otherwise required by applicable law, Secured
Party shall be under no obligation to issue a
termination statement or similar documents
unless Debtor requests same in writing and,
provided further, that all Obligations have been
repaid and discharged in full and there are no
commitments to make advances, incur any
Obligations or otherwise give value.

xi. BINDING EFFECT. The provisions of this
Security Agreement shall be binding upon the
heirs, personal representatives, successors and
assigns of Debtor and the rights, powers and
remedies of Secured Party hereunder shall inure
to the benefit of the successors and assigns of
Secured Party.

xii. GOVERNING LAW. This Security Agreement shall
be governed by the law of the State of Texas and
applicable federal law.

xiii. AGREEMENT FOR BINDING ARBITRATION. DEBTOR
AGREES TO BE BOUND BY THE TERMS AND PROVISIONS
OF THE ARBITRATION PROGRAM (DATED 9/23/94) WHICH
IS INCORPORATED BY REFERENCE HEREIN AND IS
ACKNOWLEDGED AS RECEIVED BY DEBTOR PURSUANT TO
WHICH ANY AND ALL DISPUTES SHALL BE RESOLVED BY
MANDATORY BINDING ARBITRATION UPON THE REQUEST
OF ANY PARTY.

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<PAGE> 20

EXECUTED as of this 1st day of March, 1996.

"Debtor"

BEARCOM OPERATING, L.P.

By: PageCom GP, Inc.,
in its capacity as
general partner

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

<PAGE> 1
EXHIBIT 10.10

COMMERCIAL SECURITY AGREEMENT
(FIBT Form 000-70034 (Rev. 9/86))

Dated March 27, 1998

<TABLE>
<CAPTION>
Debtor(s) Secured Party
<S> <C>
CONDOR HOLDINGS, INC. WELLS FARGO BANK (TEXAS),
11545 Pagemill Road NATIONAL ASSOCIATION
Dallas, Texas 75243 1445 Ross Avenue
(HEREINAFTER REFERRED TO AS "DEBTOR" Dallas, Texas 75202
WHETHER ONE OR MORE) (HEREINAFTER REFERRED TO AS "SECURED
PARTY")

</TABLE>

a. OBLIGATIONS SECURED. The security interest and pledges and
assignments as applicable granted hereby are to secure punctual
payment and performance of the following: (i) that certain
Guaranty Agreement of even date herewith executed by Debtor in
favor of Secured Party, and any and all extensions, renewals,
modifications and rearrangements thereof; and (ii) any and all
other indebtedness, liabilities and obligations whatsoever and of
whatever nature of Debtor to Secured Party whether direct or
indirect, absolute or contingent, primary or secondary, due or to
become due and whether now existing or hereafter arising and
howsoever evidenced or acquired, whether joint or several, or
joint and several (all of which are herein separately and
collectively referred to as the "Obligations"). Debtor
acknowledges that the security interest (and pledges and
assignments as applicable) hereby granted shall secure all future
advances from Secured Party to Debtor, as well as any and all
other indebtedness, liabilities and obligations of Debtor to
Secured Party whether now in existence or hereafter arising.

b. USE OF COLLATERAL. Debtor represents, warrants and
covenants that the Collateral will be used by the Debtor
primarily for business use, unless otherwise specified as
follows:

______ Personal, family or household purposes;
______ Farming operations.

<PAGE> 2

c. DESCRIPTION OF COLLATERAL. Debtor hereby grants to Secured
Party a security interest in (and hereby pledges and assigns as
applicable) and agrees that Secured Party shall continue to have
a security interest in (and a pledge and assignment as
applicable), the following property, to-wit:

(DEBTOR TO INITIAL APPROPRIATE BLANKS)

[X] ALL ACCOUNTS. A security interest in all accounts now owned or
existing as well as any and all that may hereafter arise or be
acquired by Debtor, and all the proceeds and products thereof,
including without limitation, all notes, drafts, acceptances,
instruments and chattel paper arising therefrom, and all returned or
repossessed goods arising from or relating to any such accounts, or
other proceeds of any sale or other disposition of inventory.

[X] ALL INVENTORY. A security interest in all of Debtor's inventory,
including all goods, merchandise, raw materials, goods in process,
finished goods and other tangible personal property, wheresoever
located, now owned or hereafter acquired and held for sale or lease
or furnished or to be furnished under contracts for service or used
or consumed in Debtor's business and all additions and accessions
thereto and contracts with respect thereto and all documents of title
evidencing or representing any part thereof, and all products and
proceeds thereof, including, without limitation, all of such which is
now or hereafter located at the following locations: (give locations)

1. 1933 N.W. 21st Terrace
Miami, Florida 33142

2. 11545 Pagemill Road
Dallas, Texas 75243

3. The additional locations described on Schedule 1 hereto.

[X] ALL EQUIPMENT. A security interest in all equipment of every
nature and description whatsoever now owned or hereafter
acquired by Debtor including all appurtenances and additions thereto
and substitutions therefor, wheresoever located, including all tools,
parts and accessories used in connection therewith.

2
<PAGE> 3

[X] INSTRUMENTS. A pledge and assignment of and security interest
in all of Debtor's now owned or existing as well as hereafter
acquired or arising instruments and documents.

[ ] OTHER. A security interest in all of Debtor's interest, now owned
or hereafter acquired, in and to the property described below: (give
description)

The term "Collateral" as used in this Agreement shall mean and include,
and the security interest (and pledge and assignment as applicable) shall cover,
all of the foregoing property, whether now owned or hereafter acquired, as well
as any accessions, additions and attachments thereto and the proceeds and
products thereof, including without limitation, all cash, general intangibles,
accounts, inventory, equipment, fixtures, farm products, notes, drafts,
acceptances, securities, instruments, chattel paper, insurance proceeds payable
because of loss or damage, or other property, benefits or rights arising
therefrom, and in and to all returned or repossessed goods arising from or
relating to any of the property described herein or other proceeds of any sale
or other disposition of such property.

d. REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR.
Debtor represents and warrants as follows:

i. OWNERSHIP; NO ENCUMBRANCES. Except for the
security interest (and pledges and assignments as
applicable) granted hereby, the Debtor is, and as to any
property acquired after the date hereof which is included
within the Collateral, Debtor will be, the owner of all
such Collateral free and clear from all charges, liens,
security interests, adverse claims and encumbrances of any
and every nature whatsoever.

ii. NO FINANCING STATEMENTS. There is no financing
statement or similar filing now on file in any public
office covering any part of the Collateral, and Debtor
will not execute and there will not be

3
<PAGE> 4

on file in any public office any financing statement or
similar filing except the financing statements filed or to
be filed in favor of Secured Party.

iii. ACCURACY OF INFORMATION. All information furnished
to Secured Party concerning Debtor, the Collateral and the
Obligations, or otherwise for the purpose of obtaining or
maintaining credit, is or will be at the time the same is
furnished, accurate and complete in all material respects.

iv. AUTHORITY. Debtor has full right and authority to
execute and perform this Agreement and to create the
security interest (and pledges and assignment as
applicable) created by this Agreement. The making and
performance by Debtor of this Agreement will not violate
any articles of incorporation, bylaws or similar document
respecting Debtor, any provision of law, any order of
court or governmental agency, or any indenture or other
agreement to which Debtor is a party, or by which Debtor
or any of Debtor's property is bound, or be in conflict
with, result in a breach of or constitute (with due notice
and/or lapse of time) a default under any such indenture
or other agreement, or result in the creation or
imposition of any charge, lien, security interest, claim
or encumbrance of any and every nature whatsoever upon the
Collateral, except as contemplated by this Agreement.

v. ADDRESSES. The address of Debtor designated at the
beginning of this Agreement is Debtor's place of business
if Debtor has only one place of business; Debtor's chief
executive office if Debtor has more than one place of
business; or Debtor's residence if Debtor has no place of
business. Debtor agrees not to change such address without
advance written notice to Secured Party.

e. GENERAL COVENANTS. Debtor covenants and agrees as
follows:

i. OPERATION OF THE COLLATERAL. Debtor agrees to
maintain and use the Collateral solely in the conduct of
its own business, in a careful and proper manner, and in
conformity with all applicable permits or licenses. Debtor
shall comply in all respects with all applicable statutes,
laws, ordinances and regulations. Debtor shall not use the
Collateral in any unlawful manner or for any unlawful
purposes, or in any manner or for any purpose that would
expose the Collateral to unusual risk, or to penalty,
forfeiture or capture, or that would render inoperative
any insurance in connection with the Collateral.

4
<PAGE> 5

ii. CONDITION. Debtor shall maintain, service and repair
the Collateral so as to keep it in good operating
condition. Debtor shall replace within a reasonable time
all parts that may be worn out, lost, destroyed or
otherwise rendered unfit for use, with appropriate
replacement parts. Debtor shall obtain and maintain in
good standing at all times all applicable permits,
licenses, registrations and certificates respecting the
Collateral.

iii. ASSESSMENTS. Debtor shall promptly pay when due all
taxes, assessments, license fees, registration fees, and
governmental charges levied or assessed against Debtor or
with respect to the Collateral or any part thereof.

iv. NO ENCUMBRANCES. Debtor agrees not to suffer or
permit any charge, lien, security interest, adverse claim
or encumbrance of any and every nature whatsoever against
the Collateral or any part thereof.

v. NO REMOVAL. Except as otherwise provided in this
Agreement, Debtor shall not remove the Collateral from the
county or counties designated at the beginning of this
Agreement without Secured Party's prior written consent.

vi. NO TRANSFER. Except as otherwise provided in this
Agreement with respect to inventory, Debtor shall not,
without the prior written consent of Secured Party, sell,
assign, transfer, lease, charter, encumber, hypothecate or
dispose of the Collateral, or any part thereof, or
interest therein, or offer to do any of the foregoing.

vii. NOTICES AND REPORTS. Debtor shall promptly notify
Secured Party in writing of any change in the name,
identity or structure of Debtor, any charge, lien,
security interest, claim or encumbrance asserted against
the Collateral, any litigation against Debtor or the
Collateral, any theft, loss, injury or similar incident
involving the Collateral, and any other material matter
adversely affecting Debtor or the Collateral. Debtor shall
furnish such other reports, information and data regarding
Debtor's financial condition and operations, the
Collateral and such other matters as Secured Party may
request from time to time.

viii. LANDLORD'S WAIVERS. Debtor shall furnish to Secured
Party, if requested, a landlord's waiver of all liens with
respect to any Collateral covered by this Agreement that
is or may be located upon

5
<PAGE> 6

leased premises, such landlord's waivers to be in such
form and upon such terms as are acceptable to Secured
Party.

ix. ADDITIONAL FILINGS. Debtor agrees to execute
and deliver such financing statement or statements, or
amendments thereof or supplements thereto, or other
documents as Secured Party may from time to time require
in order to comply with the Texas Uniform Commercial Code
(or other applicable state law of the jurisdiction where
any of the Collateral is located) and to preserve and
protect the Secured Party's rights to the Collateral.

x. PROTECTION OF COLLATERAL. Secured Party, at its
option, whether before or after default, but without any
obligation whatsoever to do so, may (a) discharge taxes,
claims, charges, liens, security interests, assessments or
other encumbrances of any and every nature whatsoever at
any time levied, placed upon or asserted against the
Collateral, (b) place and pay for insurance on the
Collateral, including insurance that only protects Secured
Party's interest, (c) pay for the repair, improvement,
testing, maintenance and preservation of the Collateral,
(d) pay any filing, recording, registration, licensing or
certification fees or other fees and charges related to
the Collateral, or (e) take any other action to preserve
and protect the Collateral and Secured Party's rights and
remedies under this Agreement as Secured Party may deem
necessary or appropriate. Debtor agrees that Secured Party
shall have no duty or obligation whatsoever to take any of
the foregoing action. Debtor agrees to promptly reimburse
Secured Party upon demand for any payment made or any
expense incurred by the Secured Party pursuant to this
authorization. These payments and expenditures, together
with interest thereon from date incurred until paid by
Debtor at the maximum contract rate allowed under
applicable laws, which Debtor agrees to pay, shall
constitute additional Obligations and shall be secured by
and entitled to the benefits of this Agreement.

xii. FURTHER ASSURANCES. Debtor shall do, make, procure,
execute and deliver all such additional and further acts,
things, deeds, interests and assurances as Secured Party
may require from time to time to protect, assure and
enforce Secured Party's rights and remedies.

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<PAGE> 7

xiii. INSURANCE. Debtor shall have and maintain insurance
at all time with respect to all tangible Collateral
insuring against risks of fire (including so-called
extended coverage), theft and other risks as Secured Party
may require, containing such terms, in such form and
amounts and written by such companies as may be
satisfactory to Secured Party, all of such insurance to
contain loss payable clauses in favor of Secured Party as
its interest may appear. All policies of insurance shall
provide for ten (10) days' written minimum cancellation
notice to Secured Party and at the request of Secured
Party shall be delivered to and held by it. Secured Party
is hereby authorized to act as attorney for Debtor in
obtaining, adjusting, settling and canceling such
insurance and endorsing any drafts or instruments. Secured
Party shall be authorized to apply the proceeds from any
insurance to the Obligations secured hereby whether or not
such Obligations are then due and payable. Debtor
specifically authorizes Secured Party to disclose
information from the policies of insurance to prospective
insurers regarding the Collateral.

xiv. ADDITIONAL COLLATERAL. If Secured Party should at
any time be of the opinion that the Collateral is
impaired, not sufficient or has declined or may decline in
value, or should Secured Party deem payment of the
Obligations to be insecure, then Secured Party may call
for additional security satisfactory to Secured Party, and
Debtor promises to furnish such additional security
forthwith. The call for additional security may be oral,
by telegram, or United States mail addressed to Debtor,
and shall not affect any other subsequent right of Secured
Party to exercise the same.

f. ADDITIONAL PROVISIONS REGARDING ACCOUNTS. The following
provisions shall apply to all accounts included within the
Collateral:

i. DEFINITIONS. The term "account", as used in this
Agreement, shall have the same meaning as set forth in the
Uniform Commercial Code of Texas in effect as of the date
of execution hereof, and as set forth in any amendment to
the Uniform Commercial Code of Texas to become effective
after the date of execution hereof, and also shall include
all present and future notes, instruments, documents,
general intangibles, drafts, acceptances and chattel paper
of Debtor, and the proceeds thereof.

ii. ADDITIONAL WARRANTIES. As of the time any account
becomes subject to the security interest (or pledge of
assignment as

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<PAGE> 8
applicable) granted hereby, Debtor shall be deemed further
to have warranted as to each and all of such accounts as
follows: (a) each account and all papers and documents
relating thereto are genuine and in all respects what they
purport to be; (b) each account is valid and subsisting
and arises out of a bona fide sale of goods sold and
delivered to, or out of and for services theretofore
actually rendered by the Debtor to, the account debtor
named in the account; (c) the amount of the account
represented as owing is the correct amount actually and
unconditionally owing except for normal cash discounts and
is not subject to any set-offs, credits, defenses or
counter- charges; and (d) Debtor is the owner thereof free
and clear of any charges, liens, security interests,
adverse claims and encumbrances of any and every nature
whatsoever.

iii. COLLECTION OF ACCOUNTS. Secured Party shall have
the right in its own name or in the name of the Debtor,
whether before or after default, to require Debtor
forthwith to transmit all proceeds of collection of
accounts to Secured Party, to notify any and all account
debtors to make payments of the accounts directly to
Secured Party, to demand, collect, receive, receipt for,
sue for, compound and give acquittal for, any and all
amounts due or to become due on the accounts and to
endorse the name of the Debtor on all commercial paper
given in payment or part payment thereof, and in Secured
Party's discretion to file any claim or take any other
action or proceeding that Secured Party may deem necessary
or appropriate to protect and preserve and realize upon
the accounts and related Collateral. Unless and until
Secured Party elects to collect accounts, and the
privilege of Debtor to collect accounts is revoked by
Secured Party in writing, Debtor shall continue to collect
accounts, account for same to Secured Party, and shall not
commingle the proceeds of collection of accounts with any
funds of the Debtor. In order to assure collection of
accounts in which Secured Party has a security interest
(or pledge or assignment of as applicable) hereunder,
Secured Party may notify the post office authorities to
change the address for delivery of mail addressed to
Debtor to such address as Secured Party may designate, and
to open and dispose of such mail and receive the
collections of accounts included herewith. Secured Party
shall have no duty or obligation whatsoever to collect any
account, or to take any other action to preserve or
protect the Collateral; however, should Secured Party
elect to collect any account or take possession of any
Collateral, Debtor releases Secured Party from any claim
or claims for loss or damage arising from any act or
omission in connection therewith.

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<PAGE> 9

iv. IDENTIFICATION AND ASSIGNMENT OF ACCOUNTS. Upon
Secured Party's request, whether before or after default,
Debtor shall take such action and execute and deliver such
documents as Secured Party may reasonably request in order
to identify, confirm, mark, segregate and assign accounts
and to evidence Secured Party's interest in same. Without
limitation of the foregoing, Debtor, upon request, agrees
to assign accounts to Secured Party, identify and mark
accounts as being subject to the security interest (or
pledge or assignment as applicable) granted hereby, mark
Debtor's books and records to reflect such assignments,
and forthwith to transmit to Secured Party in the form as
received by Debtor any and all proceeds of collection of
such accounts.

v. ACCOUNT REPORTS. Upon Secured Party's request,
Debtor will deliver to Secured Party, prior to the tenth
(10th) day of each month, or on such other frequency as
Secured Party may request, a written report in form and
content satisfactory to Secured Party, showing a listing
and aging of accounts and such other information as
Secured Party may request from time to time. Debtor shall
immediately notify Secured Party of the assertion by any
account debtor of any set-off, defense or claim regarding
an account or any other matter adversely affecting an
account.

vi. SEGREGATION OF RETURNED GOODS. Returned or
repossessed goods arising from or relating to any accounts
included within the Collateral shall if requested by
Secured Party be held separate and apart from any other
property. Debtor shall as often as requested by Secured
Party, but not less often than weekly even though no
special request has been made, report to Secured Party the
appropriate identifying information with respect to any
such returned or repossessed goods relating to accounts
included in assignments or identifications made pursuant
hereto.

g. ADDITIONAL PROVISIONS REGARDING INVENTORY. The following
provisions shall apply to all inventory included within the
Collateral:

i. INVENTORY REPORTS. Upon request by Secured Party,
Debtor will deliver to Secured Party, prior to the tenth
(10th) day of each month, or on such other frequency as
Secured Party may request, a written report in form and
content satisfactory to Secured Party, with respect to the
preceding month or other applicable period, showing
Debtor's opening inventory, inventory acquired, inventory
sold, inventory returned, inventory used in Debtor's
business, closing inventory, any other inventory not
within the preceding

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<PAGE> 10

categories, and such other information as Secured Party
may request from time to time. Debtor shall immediately
notify Secured Party of any matter adversely affecting the
inventory, including, without limitation, any event
causing loss or depreciation in the value of the inventory
and the amount of such possible loss or depreciation.

ii. LOCATION OF INVENTORY. Debtor will promptly notify
Secured Party in writing of any addition to, change in or
discontinuance of its place(s) of business as shown in
this agreement, the places at which inventory is located
as shown herein, the location of its chief executive
office and the location of the office where it keeps its
records as set forth herein. All Collateral will be
located at the place(s) of business shown at the beginning
of this agreement as modified by any written notice(s)
given pursuant hereto, and all Collateral shall be in
possession of Debtor unless Secured Party is otherwise
notified by Debtor in writing.

iii. USE OF INVENTORY. Unless and until the privilege of
Debtor to use inventory in the ordinary course of Debtor's
business is revoked by Secured Party in the event of
default or if Secured Party deems itself insecure, Debtor
may use the inventory in any manner not inconsistent with
this Agreement, may sell that part of the Collateral
consisting of inventory provided that all such sales are
in the ordinary course of business, and may use and
consume any raw materials or supplies that are necessary
in order to carry on Debtor's business. A sale in the
ordinary course of business does not include a transfer in
partial or total satisfaction of a debt.

iv. ACCOUNTS AS PROCEEDS. All accounts that are proceeds
of the inventory included within the Collateral shall be
subject to all of the terms and provisions hereof
pertaining to accounts.

v. PROTECTION OF INVENTORY. Debtor shall take all
action necessary to protect and preserve the inventory.

h. ADDITIONAL PROVISIONS REGARDING SECURITIES AND SIMILAR
COLLATERAL. The following provisions shall apply to all
securities and similar property included within the Collateral:

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<PAGE> 11

issued in violation of the preemptive rights of any person
or of any agreement by which the issuer or obligor thereof
or Debtor is bound; (b) such securities are not subject to
any interest, option or right of any third person; (c)
such securities are in compliance with applicable law
concerning form, content and manner of preparation and
execution; and (d) Debtor acquired and holds the
securities in compliance with all applicable laws and
regulations.

ii. DIVIDENDS AND PROCEEDS. Any and all payments,
dividends, other distributions (including stock redemption
proceeds), or other securities in respect of or in
exchange for the Collateral, whether by way of dividends,
stock dividends, recapitalizations, mergers,
consolidations, stock splits, combinations or exchanges of
shares or otherwise, received by Debtor shall be held by
Debtor in trust for Secured Party and Debtor shall
immediately deliver same to Secured Party to be held as
part of the Collateral. Debtor may retain ordinary cash
dividends unless and until Secured Party requests that
same be paid and delivered to Secured Party (which Secured
Party may request either before or after default).

iii. COLLECTIONS. Secured Party shall have the right at
any time and from time to time (whether before or after
default) to notify and direct the issuer or obligor to
make all payments, dividends and distributions regarding
the Collateral directly to Secured Party. Secured Party
shall have the authority to demand of the issuer or
obligor, and to receive and receipt for, any and all
payments, dividends and other distributions payable in
respect thereof, regardless of the medium in which paid
and whether they are ordinary or extraordinary. Each
issuer and obligor making payment to Secured Party
hereunder shall be fully protected in relying on the
written statement of Secured Party that it then holds a
security interest which entitles it to receive such
payment, and the receipt by Secured Party for such payment
shall be full acquittance therefor to the one making such
payment.

iv. VOTING RIGHTS. Upon default, or if Secured Party
deems itself insecure, Secured Party shall have the right,
at its discretion, to transfer to or register in the name
of Secured Party or any nominee of Secured Party any of
the Collateral, and/or to exercise any or all voting
rights as to any or all of the Collateral. For such
purposes, Debtor hereby names, constitutes and appoints
the President or any Vice President of Secured Party as
Debtor's proxy in the Debtor's name, place and stead to
vote any and all of the securities, as such proxy may
elect, for and in the name, place and stead of Debtor, as
to all matters coming before shareholders, such

11
<PAGE> 12

proxy to be irrevocable and deemed coupled with an
interest. The rights, powers and authority of said proxy
shall remain in full force and effect, and shall not be
rescinded, revoked, terminated, amended or otherwise
modified, until all Obligations have been fully satisfied.

v. NO DUTY. Secured Party shall never be liable for
its failure to give notice to Debtor of default in the
payment of or upon the Collateral. Secured Party shall
have no duty to fix or preserve rights against prior
parties to the Collateral and shall never be liable for
its failure to use diligence to collect any amount
payable in respect to the Collateral, but shall be liable
only to account to Debtor for what it may actually
collect or receive thereon. Without limiting the
foregoing, it is specifically understood and agreed that
Secured Party shall have no responsibility for
ascertaining any maturities, calls, conversions,
exchanges, offers, tenders, or similar matters relating
to any of the Collateral or for informing Debtor with
respect to any of such matters (irrespective of whether
Secured Party actually has, or may be deemed to have,
knowledge thereof). The foregoing provisions of this
paragraph shall be fully applicable to all securities or
similar property held in pledge hereunder, irrespective
of whether Secured Party may have exercised any right to
have such securities or similar property registered in
its name or in the name of a nominee.

vi. FURTHER ASSURANCES. Debtor agrees to execute such
stock powers, endorse such instruments, or execute such
additional pledge agreements or other documents as may be
required by the Secured Party in order effectively to
grant to Secured Party the security interest in (and
pledge and assignment of) the Collateral and to enforce
and exercise Secured Party's rights regarding same.

vii. SECURITIES LAWS. Debtor hereby agrees to cooperate
fully with Secured Party in order to permit Secured Party
to sell, at foreclosure or other private sale, the
Collateral pledged hereunder. Specifically, Debtor agrees
to fully comply with the securities laws of the United
States and of the State of Texas and to take such action
as may be necessary to permit Secured Party to sell or
otherwise transfer the securities pledged hereunder in
compliance with such laws. Without limiting the foregoing,
Debtor, at its own expense, upon request by Secured Party,
agrees to effect and obtain such registrations, filings,
statements, rulings, consents, and other matters as
Secured Party may request.

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<PAGE> 13

viii. POWER OF ATTORNEY. Debtor hereby makes, constitutes
and appoints Secured Party or its nominee, its true and
lawful attorney in fact and in its name, place, and stead,
and on its behalf, and for its use and benefit to
complete, execute and file with the United States
Securities and Exchange Commission one or more notices of
proposed sale of securities pursuant to Rule 144 under the
Securities Act of 1933 and/or any similar filings or
notices with any applicable state agencies, and said
attorney in fact shall have full power and authority to
do, take and perform all and every act and thing
whatsoever requisite, proper or necessary to be done, in
the exercise of the rights and powers herein granted, as
fully to all intents and purposes as Debtor might or could
do if personally present. This power shall be irrevocable
and deemed coupled with an interest. The rights, powers
and authority of said attorney in fact herein granted
shall commence and be in full force and effect from the
date of this agreement, and such rights, powers and
authority shall remain in full force and effect, and this
power of attorney shall not be rescinded, revoked,
terminated, amended or otherwise modified, until all
Obligations have been fully satisfied.

ix. PRIVATE SALES. Because of the Securities Act of
1933, as amended, or any other laws or regulations, there
may be legal restrictions or limitations affecting Secured
Party in any attempts to dispose of certain portions of
the Collateral in the enforcement of its rights and
remedies hereunder. For these reasons Secured Party is
hereby authorized by Debtor, but not obligated, in the
event any default hereunder, to sell all or any part of
the Collateral at private sale, subject to investment
letter or in any other manner which will not require the
Collateral, or any part thereof, to be registered in
accordance with the securities Act of 1933, as amended, or
the rules and regulations promulgated thereunder, or any
other law or regulation. Secured Party is also hereby
authorized by Debtor, but not obligated, to take such
actions, give such notices, obtain such rulings and
consents, and do such other things as Secured Party may
deem appropriate in the event of a sale or disposition of
any of the Collateral. Debtor clearly understands that
Secured Party may in its discretion approach a restricted
number of potential purchasers and that a sale under such
circumstances may yield a lower price for the Collateral
or any part or parts thereof than would otherwise be
obtainable if same were registered and sold in the open
market, and Debtor agrees that such private sales shall
constitute a commercially reasonable method of disposing
of the Collateral.

i. ADDITIONAL PROVISIONS REGARDING CERTIFICATES OF DEPOSIT
AND SIMILAR COLLATERAL. The following

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<PAGE> 14

provisions shall apply to certificates of deposit and
similar property included within the Collateral:

i. COLLECTION OF DEPOSITS. Debtor agrees that Secured
Party may, at any time (whether before or after default)
and in its sole discretion, surrender for payment and
obtain payment of any portion of the Collateral, whether
such have matured or the exercise of Secured Party's
rights results in loss of interest or principal or other
penalty on such deposits, and, in connection therewith,
cause payment to be made directly to Secured Party.

ii. NOTICE TO THIRD PARTY ISSUER. With regard to any
certificates of deposit or similar Collateral for which
Secured Party is not the issuer, Debtor agrees to notify
the issuer or obligor of the interests hereby granted to
Secured Party and to obtain from such issuer or obligor
acknowledgment of the interests in favor of Secured Party
and the issuer's or obligor's agreement to waive in favor
of Secured Party any and all rights of set-off or similar
rights or remedies to which such issuer or obligor may be
entitled, and, in connection therewith, to execute and
cause the issuer or obligor to execute, any and all
acknowledgments, waivers and other agreements in such form
and upon such terms as Secured Party may request.

iv. NO DUTY. Secured Party shall never be liable for
its failure to give notice to Debtor of default in the
payment of or upon the Collateral. Secured Party shall
have no duty to fix or preserve rights against prior
parties to the Collateral and shall never be liable for
its failure to use diligence to collect any amount payable
in respect to the Collateral, but shall be liable only to
account to Debtor for what it may actually collect or
receive thereon. Without limiting the foregoing, it is
specifically understood and agreed that Secured Party
shall have no responsibility for ascertaining any
maturities or similar matters relating to any of the
Collateral or for informing Debtor with respect to any of
such matters (irrespective of whether Secured Party
actually has, or may be deemed to have, knowledge
thereof).

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<PAGE> 15

j. EVENTS OF DEFAULT. Debtor shall be in default
hereunder upon the happening of any of the following
events or conditions: (i) non- payment when due (whether
by acceleration of maturity or otherwise) of any payment
of principal, interest or other amount due on any
Obligation; (ii) the occurrence of any event which under
the terms of any evidence of indebtedness, indenture, loan
agreement, security agreement or similar instrument
permits the acceleration of maturity of any obligation of
Debtor or BearCom Operating, L.P. (whether to Secured
Party or to others); (iii) any representation or warranty
made by Debtor to Secured Party in connection with this
Agreement, the Collateral or the Obligations, or in any
statements or certificates, proves incorrect in any
material respect as of the date of the making or the
issuance thereof; (iv) default occurs in the observance or
performance of, or if Debtor fails to furnish adequate
evidence of performance of, any provision of this
Agreement or of any note, assignment, transfer, other
agreement, document or instrument delivered by Debtor to
Secured Party in connection with this Agreement, the
Collateral or the Obligations; (v) death, dissolution,
liquidation, termination of existence, insolvency,
business failure or winding-up of Debtor or any maker,
endorser, guarantor, surety or other party liable in any
capacity for any of the Obligations; (vi) the commission
of an act of bankruptcy by, or the application for
appointment of a receiver or any other legal custodian for
any part of the property of, assignment for the benefit of
creditors by, or the commencement of any proceedings under
any bankruptcy, arrangement, reorganization, insolvency or
similar laws for the relief of debtors by or against, the
Debtor or any maker, endorser, guarantor, surety or other
party primarily or secondarily liable for any of the
Obligations; (vii) the Collateral becomes, in the judgment
of Secured Party, impaired, unsatisfactory or insufficient
in character or value; or (viii) the filing of any levy,
attachment, execution, garnishment or other process
against the Debtor or any of the Collateral or any maker,
endorser, guarantor, surety, or other party liable in any
capacity for any of the Obligations.

k. REMEDIES. Upon the occurrence of an event of default,
or if Secured Party deems payment of the Obligations to be
insecure, Secured Party, at its option, shall be entitled
to exercise any one or more of the following remedies (all
of which are cumulative):

i. DECLARE OBLIGATIONS DUE. Secured Party, at its
option, may declare the Obligations or any part
thereof immediately due and payable, without demand,
notice of intention to accelerate, notice of
acceleration, notice of non-payment, presentment,
protest, notice of dishonor, or any other notice
whatsoever, all of which are hereby waived by Debtor
and any maker, endorser, guarantor, surety or other
party liable in any capacity for any of the
Obligations.

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<PAGE> 16

ii. REMEDIES. Secured Party shall have all of the
rights and remedies provided for in this Agreement
and in any other agreements executed by Debtor, the
rights and remedies of the Uniform Commercial Code of
Texas, and any and all of the rights and remedies at
law and in equity, all of which shall be. deemed
cumulative. Without limiting the foregoing, Debtor
agrees that Secured Party shall have the right to:
(a) require Debtor to assemble the Collateral and
make it available to Secured Party at a place
designated by Secured Party that is reasonably
convenient to both parties, which Debtor agrees to
do; (b) peaceably take possession of the Collateral
and remove same, with or without judicial process;
(c) without removal, render equipment included within
the Collateral unusable, and dispose of the
Collateral on the Debtor's premises; (d) sell, lease
or otherwise dispose of the Collateral, at one or
more locations, by public or private proceedings, for
cash or credit, without assumption of credit risk;
and/or (e) whether before or after default, collect
and receipt for, compound, compromise, and settle,
and give releases, discharges and acquittances with
respect to, any and all amounts owed by any person or
entity with respect to the Collateral. Unless the
Collateral is perishable or threatens to decline
speedily in value or is of a type customarily sold on
a recognized market, Secured Party will send Debtor
reasonable notice of the time and place of any public
sale or of the time after which any private sale or
other disposition will be made. Any requirement of
reasonable notice to Debtor shall be met if such
notice is mailed, postage prepaid, to Debtor at the
address of Debtor designated at the beginning of this
Agreement, at least five (5) days before the day of
any public sale or at least five (5) days before the
time after which any private sale or other
disposition will be made.

iii. EXPENSES. Debtor shall be liable for and
agrees to pay the reasonable expenses incurred by
Secured Party in enforcing its rights and remedies,
in retaking, holding, testing, repairing, improving,
selling, leasing or disposing of the Collateral, or
like expenses, including, without limitation,
attorneys' fees and legal expenses incurred by
Secured Party. These expenses, together with
interest thereon from date incurred until paid by
Debtor at the maximum contract rate allowed under
applicable laws, which Debtor agrees to pay, shall
constitute additional Obligations and shall be
secured by and entitled to the benefits of this
Agreement.

iv. PROCEEDS; SURPLUS; DEFICIENCIES. Proceeds
received by Secured Party from disposition of the
Collateral shall be applied toward Secured Party's
expenses and other Obligations in such

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<PAGE> 17

order or manner as Secured Party may elect. Debtor
shall be entitled to any surplus if one results after
lawful application of the proceeds. Debtor shall
remain liable for any deficiency.

v. REMEDIES CUMULATIVE. The rights and remedies
of Secured Party are cumulative and the exercise of
any one or more of the rights or remedies shall not
be deemed an election of rights or remedies or a
waiver of any other right or remedy. Secured Party
may remedy any default and may waive any default
without waiving the default remedied or without
waiving any other prior or subsequent default.

l. OTHER AGREEMENTS.

i. SAVINGS CLAUSE. Notwithstanding any provision
to the contrary herein, or in any of the documents
evidencing the Obligations or otherwise relating
thereto, no such provision shall require the payment
or permit the collection of interest in excess of the
maximum permitted by applicable usury laws. If any
such excessive interest is so provided for, then in
such event (i) the provisions of this paragraph shall
govern and control, (ii) neither the Debtor nor his
heirs, legal representatives, successors or assigns
or any other party liable for the payment thereof,
shall be obligated to pay the amount of such interest
to the extent that is in excess of the maximum amount
permitted by law, (iii) any such excess interest that
may have been collected shall be, at the option of
the holder of the instrument evidencing the
Obligations, either applied as a credit against the
then unpaid principal amount thereof or refunded to
the maker thereof, and (iv) the effective rate of
interest shall be automatically reduced to the
maximum lawful rate under applicable usury laws as
now or hereafter construed by the courts having
jurisdiction.

ii. JOINT AND SEVERAL RESPONSIBILITY. If this
Security Agreement is executed by more than one
Debtor, the obligations of all such Debtors shall be
joint and several.

iii. WAIVERS. Debtor and any maker, endorser,
guarantor, surety or other party liable in any
capacity respecting the Obligations hereby waive
demand, notice of intention to accelerate, notice of
acceleration, notice of non-payment, presentment,
protest, notice of dishonor and any other similar
notice whatsoever.

iv. SEVERABILITY. Any provision hereof found to
be invalid by courts having jurisdiction shall be
invalid only with respect to such

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<PAGE> 18

provision (and then only to the extent necessary to
avoid such invalidity). The offending provision shall
be modified to the maximum extent possible to confer
upon Secured Party the benefits intended thereby.
Such provision as modified and the remaining
provisions hereof shall be construed and enforced to
the same effect as if such offending provision (or
portion thereof) had not been contained herein, to
the maximum extent possible.

v. USE OF COPIES. Any carbon, photographic or other
reproduction of any financing statement signed by
Debtor is sufficient as a financing statement for all
purposes, including without limitation, filing in any
state as may be permitted by the provisions of the
Uniform Commercial Code of such state.

vi. RELATIONSHIP TO OTHER AGREEMENTS. This Security
Agreement and the security interests (and pledges and
assignments as applicable) herein granted are in
addition to (and not in substitution, novation or
discharge of) any and all prior or contemporaneous
security agreements, security interests, pledges,
assignments, liens, rights, titles or other interests
in favor of Secured Party or assigned to Secured
Party by others in connection with the Obligations.
All rights and remedies of Secured Party in all such
agreements are cumulative, but in the event of actual
conflict in terms and conditions, the terms and
conditions of the latest security agreement shall
govern and control.

vii. NOTICES. Any notice or demand given by Secured
Party to Debtor in connection with this Agreement,
the Collateral or the Obligations, shall be deemed
given and effective upon deposit in the United States
mail, postage prepaid, addressed to Debtor at the
address of Debtor designated at the beginning of this
Agreement. Actual notice to Debtor shall always be
effective no matter how given or received.

viii. HEADINGS AND GENDER. Paragraph headings in
this Agreement are for convenience only and shall be
given no meaning or significance in interpreting this
Agreement. All words used herein shall be construed
to be of such gender or number as the circumstances
require.

ix. AMENDMENTS. Neither this Agreement nor any
of its provisions may be changed, amended, modified,
waived or discharged orally, but only by an
instrument in writing signed by the party against
whom enforcement of the change, amendment,
modification, waiver or discharge is sought.

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<PAGE> 19

x. CONTINUING AGREEMENT. The security interest
(and pledges and assignments as applicable) hereby
granted and all of the terms and provisions in this
Agreement shall be deemed a continuing agreement and
shall continue in full force and effect until
terminated in writing. Any such revocation or
termination shall only be effective if explicitly
confirmed in a signed writing issued by Secured Party
to such effect and shall in no way impair or affect
any transactions entered into or rights created or
Obligations incurred or arising prior to such
revocation or termination as to which this Agreement
shall be fully operative until same are repaid and
discharged in full. Unless otherwise required by
applicable law, Secured Party shall be under no
obligation to issue a termination statement or
similar documents unless Debtor requests same in
writing and, provided further, that all Obligations
have been repaid and discharged in full and there are
no commitments to make advances, incur any
Obligations or otherwise give value.

xii. GOVERNING LAW. This Security Agreement shall
be governed by the law of the State of Texas and
applicable federal law.

xiii. AGREEMENT FOR BINDING ARBITRATION. DEBTOR
AGREES TO BE BOUND BY THE TERMS AND PROVISIONS OF THE
ARBITRATION PROGRAM (DATED 9/23/94) WHICH IS
INCORPORATED BY REFERENCE HEREIN AND IS ACKNOWLEDGED
AS RECEIVED BY DEBTOR PURSUANT TO WHICH ANY AND ALL
DISPUTES SHALL BE RESOLVED BY MANDATORY BINDING
ARBITRATION UPON THE REQUEST OF ANY PARTY.

19
<PAGE> 20

EXECUTED as of this 27th day of March, 1998.

"DEBTOR"

CONDOR HOLDINGS, INC.

By:
--------------------------------
John P. Watson
Authorized Officer

<PAGE> 1
EXHIBIT 10.12

January 27, 1997

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

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

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

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

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

Lady and Gentlemen:

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

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

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<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

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<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.

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<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

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<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

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<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;

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<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

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<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).

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<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.

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<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.

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<PAGE> 11

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

Very truly yours,

BEAR COMMUNICATIONS, INC.

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

Duly Executed, Agreed and Accepted:

CLEARY COMMUNICATIONS COMPANY

By:
------------------------------------

-------------------, General Partner

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

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

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

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

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<PAGE> 1
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.

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<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

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<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.

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<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

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<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;

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<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

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<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

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<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,

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<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.

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<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

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<PAGE> 1
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;

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<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;

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<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

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"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)

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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

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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

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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>

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<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

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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

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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

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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
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
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>

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<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.

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<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 [Confidential
Treatment Requested with SEC] 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 [Confidential Treatment Requested with SEC]
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

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<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.

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<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.

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<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

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<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.

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<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

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<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

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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.

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<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.

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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

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<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.

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<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.

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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,

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<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.

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<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.

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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

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<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

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<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

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<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

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<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

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<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.

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<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.

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<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.

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<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

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<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]

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<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

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<PAGE> 1

EXHIBIT 10.18

MOTOROLA AUTHORIZED TWO-WAY RADIO DEALER AGREEMENT

This Motorola Authorized Two-Way Radio Dealer Agreement including its
attachments ("Agreement") is made and entered into as of the Agreement Date, as
defined below, at Schaumburg, Illinois, by and between MOTOROLA, INC., a
Delaware Corporation having its principal place of business at 1301 E.
Algonquin Road, Schaumburg, Illinois 60196 ("Motorola") and BearCom Operating
L.P., a Partnership of the State of Texas having its principal place of
business at 11545 Pagemill Road, Dallas, TX 75243 ("Dealer").

WHEREAS, for many years Motorola has sold certain communications products
through a direct sales force of Motorola employees, which it has developed and
supported at great expense; and

WHEREAS, Motorola intends to continue direct distribution to customers of
communications equipment and services which because of business or
technological reasons should, in Motorola's judgment, be served by Motorola; and

WHEREAS, Motorola also desires to expand its distribution system to include
Dealer and other resellers to solicit other customers and develop other markets.

THEREFORE, it is hereby agreed as follows:

1. TERM

The initial term of this Agreement shall commence as of the Agreement Date and
shall continue for an initial term which expires on December 31 of the calendar
year that the Agreement Date occurs in, unless sooner terminated as provided in
this Agreement. Thereafter, this Agreement shall renew automatically for
successive one-year additional terms unless a written notice of non-renewal is
sent by either party no less than thirty (30) days prior to the expiration date
of the initial or successive term or unless otherwise terminated pursuant to
the terms of this Agreement.

Nothing contained in this Agreement shall be deemed to create any express or
implied obligation on either party to renew or extend this Agreement or to
create any right to continue this Agreement on the same terms and conditions
contained herein. Dealer understands that Motorola intends to review its
distribution strategy and the terms and conditions of this Agreement on an
ongoing basis.

2. PRODUCTS, PRICES, RETAIL SALE ONLY, FINDER FOR SELECTED SERVICES AND DEALER
LOCATION

(a) During the term of this Agreement, Dealer agrees to purchase and Motorola
agrees to sell, in accordance with the terms and conditions of this Agreement,
selected Motorola manufactured and non-Motorola manufactured communications
products ("Products") as listed in the then current Motorola Authorized Two-Way
Radio Dealer Price Book ("Dealer Price Book").

(b) Motorola appoints Dealer as a finder, in accordance with the terms and
conditions of this Agreement for the sale of Motorola network services contracts
("Networks Services") and Motorola maintenance service agreements
("Maintenance").

(c) As further consideration for Motorola entering into this Agreement, Dealer
shall promptly refer all inquiries and leads concerning other Motorola products
and services not listed in the Dealer Price Book to such Motorola office as may
be designated by Motorola.

(d) The Dealer Price Book and Attachment B-Finder's Terms will be published by
Motorola from time to time to keep Dealer informed about products and services
available, current prices of those products and services to Dealer, available
discounts, delivery schedules and other terms and conditions of sale and doing
business with Motorola. Dealer agrees that the entire contents of the Dealer
Price Book and Attachment B-Finder's Terms are subject to change or withdrawal
at any time at the sole discretion of Motorola and, when written notice of said
changes or withdrawals has been sent to Dealer by Motorola, all earlier
inconsistent or withdrawn contents shall be automatically superseded from and
after the effective date stated in such notices. Motorola may withdraw or change
the Dealer Price Book and Attachment B-Finder's Terms and the design or
specifications for the Products, at any time, in any way, without liability or
obligations to Dealer or its customers.

(e) Dealer specifically acknowledges the existence of other products, product
lines and services of Motorola and agrees and consents to the limitation of this
Agreement solely to the Products, Network Services, and Maintenance as listed in
the Dealer's Price Book and Attachment B-Finder's Terms. Dealer also
specifically acknowledges that Motorola distributes various products and
services by other contractual relationships, and Dealer agrees that nothing
contained in this Agreement shall be deemed to create any express or implied
obligation on Motorola to establish any such other contractual relationship with
Dealer.

(f) Dealer agrees to limit its distribution of the Products purchased under
this Agreement to direct sale by Dealer to customers at retail for end use as
limited by the terms and conditions of this Agreement. Dealer shall sell the
Products and offer Network Services and Maintenance only from the Dealer's
location written above or such other location as is expressly authorized, in
writing, by an authorized Motorola Division General Manager. Dealer shall not
appoint any sales agent or representative (other that its employees) in
connection with the performance of this Agreement; provided, however, Motorola,
in its sole discretion upon a duly executed amendment to this Agreement, may
allow Dealer to appoint specified agents to seek sales of the Products within
Dealer's Area and promotion of Network Services and Maintenance where defined in
Attachment B-Finder's Terms.

3. SUPPLEMENTARY TERMS AND CONDITIONS, PASS THROUGH PROVISIONS

Dealer agrees that the Supplementary Terms and Conditions contained in
Attachment C are incorporated into this Agreement by this reference. Dealer
acknowledges that certain of the provisions contained in Attachment C are, by
their sense and context, intended for the end user customer who will acquire one
or more of the Products from Dealer. For each such provision in Attachment C,
Dealer agrees that both prior to and as part of each transaction between it and
its customer, Dealer will notify its customer of the specific requirements,
rights, duties and limitations contained in the Warranty/Warranty Disclaimer,
Software License and Software Warranty/Warranty Disclaimer, Patent, Copyright
and Trademarks, FCC and Other Governmental Matters provisions in Attachment C,
and any other provisions Motorola may from time to time notify Dealer are
required.

4. DEALER A NON-EXCLUSIVE DEALER

Dealer is non-exclusive dealer. Dealer specifically acknowledges the right of
Motorola in Motorola's sole and unrestricted discretion, without any liability
or obligation to Dealer, to appoint additional dealers or finders and/or make
direct or indirect sale or distribution of any Motorola products or services,
similar or dissimilar, or any non-Motorola products or services in Dealer's
defined area of primary marketing responsibility and elsewhere, anytime and to
anyone.

5. CONFIDENTIALITY

During and for three years after the termination or expiration of this
Agreement, Dealer shall maintain in strict confidence all information disclosed
to Dealer by Motorola or others, including, but not limited to, the contents of
Dealer's Price Book and Attachment B-Finder's Terms and all revisions thereof,
all price and marketing information, customer lists, drawings, technical
information and data, and other information of any nature relating to all
Motorola products and services or the sale or distribution thereof. All
information disclosed by Motorola hereunder and information Dealer obtains in
connection with this Agreement shall be used solely in furtherance of the
distribution of Motorola Products and services.

6. AREA OF PRIMARY MARKETING RESPONSIBILITY FOR PRODUCTS

Dealer agrees that its defined role in Motorola's distribution system is
necessary in order to encourage Motorola, Dealer, and Motorola's other dealers,
distributors and resellers to make the distribution efforts necessary to expand
Motorola's distribution of Products and to provide the highest levels of
customer satisfaction. Accordingly, Dealer agrees to use its best efforts to

<PAGE> 2
(5) any untrue statement of a material fact, or omission to state a
material fact in any communication provided by Dealer to anyone in
connection with this Agreement, its terms, conditions or amounts, the
performance of this Agreement or any Motorola products or services
referred to by this Agreement;

(6) Dealer's engaging in any act or failure to act related to the subject
matter of this Agreement which is determined to be illegal or an
unfair or deceptive trade practice in violation of any applicable
federal, state or local law, or which in the opinion of counsel to
Motorola constitutes such an illegal, unfair, or deceptive act or
practice;

(7) any unauthorized use by Dealer or any sales agent or representative in
connection with the performance of this Agreement;

(8) receipt of customer complaints which, in Motorola's sole opinion,
indicate that Dealer is not achieving Motorola's standards of total
customer satisfaction;

(9) Dealer's failure to conduct its business in an ethical manner as
required by Paragraph 8.-Ethical Practices.

12. EFFECT OF TERMINATION OR EXPIRATION

IF THIS AGREEMENT IS TERMINATED OR EXPIRES, OR IF MOTOROLA CANCELS ANY OF
DEALER'S ORDERS FOR THE PRODUCTS WHICH REMAIN UNDELIVERED ON THE EFFECTIVE DATE
OF ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT, EACH SUCH ACT OR OCCURRENCE,
AS APPLICABLE, IN AND OF ITSELF OR IN COMBINATION, CANNOT OPERATE TO CREATE A
CLAIM IN DEALER AGAINST MOTOROLA FOR ANY DAMAGES WHATSOEVER (INCLUDING, BUT NOT
LIMITED TO, ANY CLAIM FOR LOSS OF PROFITS OR PROSPECTIVE PROFITS) WHICH ARE IN
ANY WAY RELATED TO THE SALE OR PURCHASE OF PRODUCTS OR SERVICES UNDER THIS
AGREEMENT.

(b) All sums owed by either party to the other shall become due and payable
immediately upon termination or expiration of this Agreement.

(c) Upon termination or expiration of this Agreement, Dealer shall, within five
(5) working days of such termination or expiration, deliver to such address as
Motorola shall specify all Motorola property, including, but not limited to, all
equipment, customer data, software items, catalogs, drawings, designs,
engineering photographs, samples, literature, sales aids and any confidential
business information and trade secrets of Motorola in Dealer's possession along
with all copies.

(d) Upon termination or expiration of this Agreement, Motorola shall be
relieved of any obligation to make any further shipments under this Agreement
and, with respect to termination, may cancel all of Dealer's unshipped orders
for the Products, irrespective of previous acceptance by Motorola. Motorola
shall have no obligation or liability to Dealer, its prospective customers or
any other party in connection with any such cancellations.

(e) Motorola's acceptance of any order by Dealer for Products or customer order
submitted by Dealer for Network Services or Maintenance after the termination
or expiration of this Agreement shall not be construed as a renewal or
extension of this Agreement, nor as a waiver of termination or expiration of
this Agreement.

(f) The terms, provisions, representations and warranties contained in this
Agreement that by their sense and context are intended to survive the
performance thereof by either or both parties shall so survive the completion
of performances and termination or expiration of this Agreement, including
without limitation the making of any and all payments due under this Agreement.

13. OPTION TO REPURCHASE PRODUCTS

(a) Upon any termination or expiration of this Agreement, Dealer shall notify
Motorola in writing of its currently existing inventory of Products and Motorola
shall have the option, but not the obligation, to repurchase on the basis of
last purchased by Dealer being the first repurchased by Motorola, all or any
part of Dealer's remaining inventory of Products at the net price paid to
Motorola for such inventory or Motorola's price for such Products to its other
dealers at the time of such repurchase, whichever is lower. Said option may be
exercised upon written notice to Dealer mailed within fourteen (14) days
following the receipt by Motorola of Dealer's written inventory report. Upon
exercise of said option to repurchase, Motorola and Dealer shall take an
inventory of all Products in control of Dealer.

(b) Upon any termination or expiration of this Agreement, prior to selling
Products in its control to any third party, Dealer shall first have offered in
writing to sell such Products to Motorola for the lower of Dealer's net
purchase price or the price offered by such third party, and Motorola shall
have refused to accept such offer within ten (10) days after receipt thereof.

(c) In the event Motorola exercises its option to repurchase all or any part of
Dealer's inventory of Products, Dealer hereby agrees to sell such inventory to
Motorola as the date of termination or expiration of this Agreement, and to
deliver the same immediately upon such termination, at Motorola's sole cost and
expense, to such place(s) as Motorola shall designate, free and clear of any
liens or encumbrances thereon, undamaged and in the original and unopened
packaging therefor.

(d) Motorola shall pay Dealer for the inventory of Motorola Products
repurchased within thirty (30) days after receipt of said Motorola Products by
Motorola. Motorola shall have the right to offset against any monies payable
hereunder for repurchased Products any monies that are due and owing from
Dealer to Motorola as of the date any such payment is due.

14. MOTOROLA FINDER FOR DEALER NETWORK SERVICES

If Dealer owns or manages any communications Network Services systems, such as
SMRs and CRs, within the United States, Dealer appoints Motorola, subject to
Motorola's express written acceptance, as a finder for such services under the
same terms and conditions under which Dealer is a finder for Motorola of
Network Services under this Agreement.

15. WAIVER

The failure of either party to insist in any one or more instances upon the
performance of any of the terms, covenants, or conditions in this Agreement or
to exercise any right under this Agreement, shall not be construed as a waiver
or relinquishment of the future performance of any such term, covenant, or
condition or the future exercise of any such right, and the obligation of each
party with respect to such future performance or future exercise of any such
right shall continue in full force and effect.

16. MOTOROLA COMMUNICATION PRODUCTS
RESELLER AGREEMENT TERMINATED

In consideration of Motorola entering into this Agreement, Dealer agrees
that any existing Motorola Communication Products Reseller agreement between
Dealer and Motorola for the sale of Motorola branded products is terminated
upon the execution of this Agreement in accordance with all the terms and
conditions of any such Motorola Communication Products Reseller agreement. Any
software license agreements between Dealer and Motorola entered into in
connection with such Reseller agreement are also terminated.

17. LIMITATIONS

(1) LIMITATION OF LIABILITY. EXCEPT FOR PERSONAL INJURY AND EXCEPT AS PROVIDED
FOR IN ATTACHMENT C IN THE SECTION "PATENT, COPYRIGHT AND TRADEMARKS",
MOTOROLA'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER
FOR BREACH OF CONTRACT, WARRANTY, MOTOROLA'S NEGLIGENCE, STRICT LIABILITY IN
TORT OR OTHERWISE, IS LIMITED TO THE PRICE OF THE PARTICULAR PRODUCTS SOLD
HEREUNDER WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. DEALER'S SOLE
REMEDY IS TO REQUEST MOTOROLA AT MOTOROLA'S OPTION TO EITHER REFUND THE
PURCHASE PRICE, OR REPAIR OR REPLACE PRODUCTS THAT ARE NOT AS WARRANTED. IN NO
EVENT, WHETHER FOR BREACH OF CONTRACT, WARRANTY, MOTOROLA'S NEGLIGENCE, STRICT
LIABILITY IN TORT, OR OTHERWISE, WILL MOTOROLA BE LIABLE FOR INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, FRUSTRATION OF
ECONOMIC OR BUSINESS EXPECTATIONS, LOSS OF PROFITS, LOSS OF DATA, COST OF
CAPITAL, COST OF SUBSTITUTE PRODUCT(S), FACILITIES OR SERVICES, DOWNTIME COST
OR ANY CLAIM AGAINST DEALER BY ANY OTHER PARTY.

(2) INSURANCE. IT IS FURTHER UNDERSTOOD THAT MOTOROLA IS NOT AN INSURER AND
THAT DEALER SHALL OBTAIN ALL INSURANCE REQUIRED BY THIS AGREEMENT AND THAT
MOTOROLA DOES NOT REPRESENT OR WARRANT THAT MOTOROLA PRODUCTS WILL AVERT OR
PREVENT OCCURRENCES, OR THE CONSEQUENCES THEREFROM, WHICH ARE MONITORED,
DETECTED OR CONTROLLED WITH USE OF THE PRODUCTS.

(3) TIME TO SUE. EXCEPT FOR MONEY DUE UPON AN OPEN AC-
<PAGE> 3
DEALER NAME: BEARCOM OPERATING LP
------------------------------
CITY, STATE: DALLAS, TX
------------------------------
AGREEMENT DATE: 6-12-96
------------------------------
REVISION DATE:
------------------------------

<PAGE> 1
EXHIBIT 10.19

PER UNIT ADMINISTRATIVE PROCESSING CHARGE AMENDMENT
TO
MOTOROLA AUTHORIZED TWO-WAY RADIO DEALER AGREEMENT ("AGREEMENT")
BETWEEN
MOTOROLA, INC. ("MOTOROLA")
AND
BEARCOM OPERATING L.P. ("DEALER")
DALLAS, TX ("CITY, STATE")

Effective Motorola execution date shown below, Dealer and Motorola agree
that the following new sections are added to the end of the Agreement:

" AA. Per Unit Administrative Processing Charge

Among other things, the Agreement provides that Dealer will limit its
distribution of the Products purchased under the Agreement to direct sale by
Dealer to customers at retail for end use as limited by the terms and
conditions of the Agreement, and that Dealer's defined role in Motorola's
distribution system is necessary in order to encourage Motorola, Dealer and
Motorola's other dealers, distributors and resellers to make the distribution
efforts necessary to expand Motorola's distribution of Products and to provide
the highest levels of customer satisfaction.

Dealer and Motorola agree that Motorola shall incur serious damages if
Dealer's sale of any Products unit fails to comply with the aforementioned
provisions of the Agreement and, further, that the amount of those damages are
uncertain and difficult of estimation because such damages include by way of
illustration but not limitation, Motorola undertaking a variety of record
keeping, administrative and operational activities and the costs and expenses
related thereto for each such breach of the Agreement by Dealer.

In addition to Motorola's other rights and remedies under the Agreement,
at law or in equity, to compensate Motorola for such damages, Motorola and
Dealer agree that for each such Products unit sale, as stipulated damages and
not as a penalty, on a per Products unit involved in the transaction basis, the
stipulated sum shall be a Per Unit Administrative Processing Charge which shall
consist of the difference between Motorola's Suggested List Price and the
Dealer purchase price listed in the then current Dealer Price Book for each
Products unit involved in each such non-compliant sale ("Per Unit
Administrative Processing Charge"). To assist in the identification of each
Dealer Products unit subject to the Per Unit Administrative Processing Charge,
Dealer shall give to Motorola full cooperation and access to all of Dealer's
books, contracts and records related in any way to Dealer's sale of Products
units, and to furnish to Motorola all other information with respect to its
affairs, as deemed necessary by Motorola, to identify each such Products unit.

Motorola shall invoice Dealer for each Per Unit Administrative Processing
Charge. Payment for each such invoice shall be due upon Dealer's receipt of
invoice. In the event Dealer fails to pay an outstanding Per Unit
Administrative Processing Charge invoice within thirty (30) days of the date
such payment is due, in addition to Motorola's other rights and remedies under
the Agreement, at law or in equity, Motorola may withhold any further
processing of any Dealer order for Products until each such payment is made.

BB. Marketing Report Delinquency Order Hold

In the event Dealer fails to provide Motorola any marketing report called
for by this Agreement and Dealer fails to cure such failure within fifteen (15)
days of notice of such failure from Motorola then, in addition to Motorola's
other rights and remedies under the Agreement, at law or in equity, Motorola
may withhold any further processing of any Dealer order for Products until each
such report is provided to Motorola as required by the Agreement."

Except as specifically amended above, the Agreement remains in full force and
effect in accordance with its terms and conditions.

MOTOROLA, INC.: RESELLER:

PAGE COM GP INC

By: /s/ LEO ZIMINSKY By: /s/ JOHN P. WATSON
---------------------------------- -----------------------------
Print Name: Leo Ziminsky Print Name: John P. Watson
------------------------- ---------------------
Title: VP, Division General Manager, Print Title: President
RPAG - US & Canada --------------------
Motorola Execution Date: SEP 20 1996 General Partner of
------------ Bearcom Operating LP
Reseller Execution Date:
--------

<PAGE> 1
EXHIBIT 10.20

AMENDMENT
to
MOTOROLA AUTHORIZED TWO-WAY RADIO DEALER AGREEMENT ("AGREEMENT")
between
MOTOROLA, INC. ("Motorola")
and

BearCom Operating L.P. ("Dealer")

Effective the Motorola Signature Date shown below, Motorola and Dealer
agree to amend the Agreement as follows:

A. Section 7 of the Agreement is entitled "Sales Performance". The third
paragraph of subparagraph (b) of Section 7 which begins "Due to such things as
the......." and ends ".......catalog sales or similar activities." is replaced
in its entirety with the following:

"Due to such things as the importance of customer contact in connection
with the sales of the Products, Dealer shall not promote, advertise, or
sell the Products outside of Dealer's Area through mail order, phone bank
solicitation, catalogue sales, or similar activities. "Similar activities"
include but are not limited to the promotion, advertisement or sale of the
Products through use of any type of on-line computer service (e.g., World
Wide Web, Internet, etc.).

Except as amended by the foregoing, the Agreement remains in effect in
accordance with all its existing terms, conditions and amounts.

<TABLE>
<S> <C>
MOTOROLA, INC. DEALER

PAGE COM GP INC

By: /s/ LEO ZIMINSKY By: /s/ JOHN P. WATSON, Pres.
--------------------------------------- ------------------------------------------
(Authorized Signature) (Authorized Signature)

Leo Ziminsky
--------------------------------------- ------------------------------------------
Print Name Print Name

V.P. and General Manager General Partner of Bearcom Operating LP
--------------------------------------- ------------------------------------------
Print Title Print Title

SEP 20 1996
--------------------------------------- ------------------------------------------
Signature Date Signature Date
</TABLE>

<PAGE> 1
EXHIBIT 10.21

MULTIPLE DEALER SALES LOCATION(S) AMENDMENT
to
MOTOROLA AUTHORIZED TWO-WAY RADIO DEALER AGREEMENT ("AGREEMENT")
between
MOTOROLA, INC. ("Motorola")

BearCom Operating L.P. ("Dealer")

Pursuant to Paragraph 2(f) of the Agreement, in addition to the Dealer
sales location shown on the first page of the Agreement ("Dealer's Primary
Location"), Motorola, via this amendment, consents to Dealer's sale of the
Products and offering of Network Services and Maintenance from only the
additional Dealer location(s) identified below. This consent is conditioned on
the following:

1. (a) Separate Areas of Primary Marketing Responsibility ("Areas") and/or
SMR's and/or CR's and/or Maintenance counties for each Dealer location listed
below must be identified in Attachments A and B to the Agreement.

(b) Those separate Areas, SMR's, CR's and/or Maintenance counties must be
approved, in writing, by the Motorola Division General Manager responsible for
the applicable geographic areas in which those Areas, SMR's, CR's and/or
Maintenance counties are located in.

(c) Absent (a) and (b) above, the Area, SMR's, CR's and/or Maintenance
counties for all additional Dealer locations listed below, shall be the same,
under the Agreement, as for the Dealer's Primary Location.

2. Dealer shall, at all times, keep its personnel at all Dealer locations
listed in the Agreement and this amendment informed of Dealer's obligations and
duties under the Agreement including, without limitation, the matters set forth
in this amendment.

Additional Dealer Locations

<TABLE>
<CAPTION>
Additional Dealer Address Geographic Motorola Div. Resp. Div. Gen. Mgr. Approval
- ------------------------- ------------------------ -----------------------------

"See Attached Listing"
- ------------------------- ---------------------- -----------------------------

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

- ------------------------- ---------------------- -----------------------------
</TABLE>

3. Upon written notice to Dealer, Motorola, in its sole discretion, may, at
any time and for Motorola's convenience, withdraw its consent to the additional
Dealer sales locations set forth in this amendment without obligation or
liability to Dealer.

Except as specifically amended above, the Agreement remains in full force and
effect in accordance with its terms and conditions.

<TABLE>
<S> <C>
MOTOROLA, INC. DEALER

PAGE COM GP INC

By: /s/ LEO ZIMINSKY By: /s/ JOHN P. WATSON, Pres.
------------------------------------ -----------------------------------
(Authorized Signature) (Authorized Signature)

Print Name: Leo Ziminsky Print Name:
V.P. and General Manager ----------------------------
----------------------------
Title: Division General Manager Print Title: Gen'l Partner
SEP 20 1996 ---------------------------
General Partner of Bearcom Operating
</TABLE>

<PAGE> 1
EXHIBIT 10.22

MOTOROLA INC.
RADIUS COMMUNICATION PRODUCTS
RESELLER AGREEMENT

[RADIUS LOGO]
A DIVISION OF MOTOROLA INC

<PAGE> 2
MOTOROLA, INC.

RADIUS COMMUNICATION PRODUCTS RESELLER AGREEMENT

WITH

BEARCOM OPERATING L.P.

"BUYER/RESELLER"

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Paragraph Page
- --------- ----
<S> <C> <C>
1. Term, Products, Retail Sale Only, and Sales Agents ................. 1

2. Prices ............................................................. 1

3. Orders, Acceptance, Credit Approval ................................ 1

4. Cancellation ....................................................... 2

5. Shipping, Delivery, Payment, Title and Security .................... 2

6. Warranty ........................................................... 2

7. Patent, Copyright and Trademarks ................................... 2

8. Use of Buyer's Name ................................................ 3

9. Term, Termination .................................................. 3

10. Effect of Termination or Expiration ................................ 4

11. Taxes .............................................................. 4

12. Excusable Delays .................................................. 4

13. Waiver ............................................................. 4

14. FCC and Other Government Matters ................................... 5

15. Compliance with Law ................................................ 5

16. Communications Services ............................................ 5

17. Limitations ........................................................ 5

18. Forecast ........................................................... 5

19. Party Relationship ................................................. 5

20. Sales Outside of the United States ................................. 6

21. Sales to the U.S. Government ....................................... 6

22. General ............................................................ 6
</TABLE>
<PAGE> 3
RADIUS COMMUNICATION PRODUCTS RESELLER AGREEMENT

This Radius Communication Products Reseller Agreement ("Agreement") is
made and entered into as of SEP 20 1996 ("Agreement Date") at Schaumburg,
Illinois, by and between MOTOROLA, INC., a Delaware Corporation having a
principal place of business at 1301 E. Algonquin Road, Schaumburg, Illinois
60196 ("Motorola" or "Seller") and BEARCOM OPERATING L.P. a PARTNERSHIP with a
principal place of business at 11545 PAGEMILL ROAD, DALLAS, TX 75243 ("Buyer"
or "Reseller").

1. TERM, PRODUCTS, RETAIL SALE ONLY, AND SALES AGENTS.

The initial term of this Agreement shall commence as of SEP 20 1996
and shall continue for a term expiring on June 30th of each year unless sooner
terminated as provided in this Agreement. Thereafter, this Agreement shall
renew automatically for successive one-year additional terms unless terminated
by either party in writing no less than thirty days prior to the expiration
date of the initial or any additional term or unless otherwise terminated
pursuant to the terms of this Agreement.

During the term of this Agreement, Buyer agrees to purchase and
Seller agrees to sell selected Radius Communication Products as listed on
Attachment A to this Agreement ("Products"). Motorola in its sole discretion
may revise the list of selected Products from time to time without any
liability to Buyer. Also in its sole discretion, Motorola may discontinue the
production or sale or modify the design or material specifications of any
Products or parts of any Products without any liability or obligations to Buyer
or its customers.

Buyer specifically acknowledges the existence of other products and
product lines of Motorola and agrees and consents to the limitation of this
Sales Agreement solely to selected Motorola Radius Communication Products as
listed on Attachment A, Products and Pricing Schedule, attached to this
Agreement and made a part of it.

Buyer shall sell the Products purchased under this Agreement at
retail sale only, (i.e., to end users).

Additionally, Buyer shall refrain from appointing without the prior
written approval of Motorola any sales agent or representative (other than its
employees) in connection with the performance of this Agreement. In the event
that Motorola grants such approval, it is understood that such appointment
shall be made only in the name and for the account of Buyer and shall be for a
term no greater than the term of this Agreement. Buyer shall not grant to such
sales agent or representative any rights greater than those which are granted
by Motorola to Buyer under this Agreement. Buyer shall also impose on such
sales agent and representative the same obligations as Motorola has imposed on
Buyer under this Agreement for the purpose of protecting the goodwill of
Motorola and the Products.

Buyer shall provide Motorola with information in detail satisfactory
to Motorola regarding any sales agent or representative proposed by Buyer for
appointment.

2. PRICES.

The prices for the applicable quantity of Products purchased pursuant
to this Agreement shall be as set forth on the Pricing Schedule which is
attached to this Agreement as Attachment A, Products and Pricing Schedule. Such
prices are subject to change upon thirty days written notice to Buyer.

3. ORDERS, ACCEPTANCE, CREDIT APPROVAL.

Purchase and sale shall occur only by Motorola's acceptance of Orders
submitted by Buyer. An order may be submitted on the Reseller Order form
attached to this Agreement as Attachment B and incorporated by reference into
it. Such form may be amended from time to time by Motorola. Facsimile, telegraph
and verbal orders may also be submitted. Acceptance shall be documented by a
Motorola invoice sent to Buyer. Buyer acknowledges and agrees that the invoice
is accurate and final unless objected to in writing within ten days of receipt
by Buyer.

Acceptance shall be only upon the terms and conditions of this
Agreement and the listed Attachments. The only effect of any terms and
conditions in Buyer's purchase orders or elsewhere shall be to request the time
and place of delivery and number of Products to be delivered, but they shall
not change, alter or add to these terms and

-1-

<PAGE> 4
conditions in any way. One of the conditions of acceptance is Buyer's obtaining
and maintaining credit approval from Motorola. Buyer shall provide Motorola
with financial information and statements as requested by Motorola to obtain
and maintain Buyer's credit approval.

4. CANCELLATION.

Buyer may cancel an individual order by giving Motorola notice of
such cancellation which notice must be received by Motorola at least six or
more days prior to the scheduled shipping date of such order. Motorola shall
not cancel an individual order when the notice is received by Motorola within
five days of the scheduled shipping date of the order.

5. SHIPPING, DELIVERY, PAYMENT, TITLE AND SECURITY.

(a) Shipping and handling charges shall be as set forth in
Attachment A. Such shipping and handling charges are subject to change upon
thirty days written notice to Buyer.

(b) Each delivery will be separately invoiced without regard to
other deliveries. Payment for each invoice will be according to the payment
terms set forth in Attachment A. Such payment terms are subject to change upon
thirty days written notice to Buyer.

(c) Shipping or delivery dates are best estimates only. Motorola
reserves the right to make deliveries in installments and the contract shall be
severable as to such installments. Delivery delay or default of any installment
shall not relieve Buyer of its obligation to accept and pay for remaining
deliveries. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCREASED COSTS, LOSS OF
PROFITS OR GOODWILL OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES DUE TO
LATE OR NONDELIVERY OF PRODUCTS.

(d) Title to Products sold and risk of loss shall pass to
Buyer at the shipping point. Buyer grants to Motorola a security interest in
and lien upon all of Buyer's now existing or hereinafter acquired inventory of
the Products and all of Buyer's accounts, chattel paper, instruments, contract
rights, general intangibles, accounts receivable and the proceeds thereof now
existing or hereinafter arising out of Buyer's sale or other disposition of the
Products. Buyer agrees to cooperate in whatever manner necessary to assist
Motorola in perfecting and recording such security interest and lien by
completing the UCC 1 form attached to this Agreement as Attachment C and such
other security as Motorola may from time to time request, all such security
interests and liens to become part of this Agreement.

6. WARRANTY.

Motorola warrants the Products in accordance with the Limited
Warranty attached to the Agreement as Attachment D and made a part of it and
makes no representation or warranty of any other kind. This Limited Warranty is
extended by Motorola not to Buyer but to the original purchaser of the Products
from Buyer and is not assignable or transferable to subsequent purchasers.
Buyer, upon the sale of the Products, is authorized to provide this Limited
Warranty to its customers and shall deliver to its customers the printed
Limited Warranty attached hereto as Attachment D. Buyer shall not issue any
warranties or guarantees with respect to the Products which purport to obligate
Motorola to any person or entity other than the aforesaid Limited Warranty
furnished for the Products by Motorola. Such Warranty may be changed from time
to time by Motorola on one hundred twenty days prior written notice to Buyer.
SUCH WARRANTY IS GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
WHICH ARE SPECIFICALLY EXCLUDED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE RADIUS
COMMERCIAL WARRANTY DOES NOT APPLY OUTSIDE OF THE FIFTY UNITED STATES AND THE
DISTRICT OF COLUMBIA.

7. PATENT, COPYRIGHT AND TRADEMARKS.

(a) INDEMNIFICATION. Motorola agrees to defend, at its expense, any
suits against Buyer based upon a claim that any Motorola-manufactured Products
furnished hereunder directly infringe a U.S. patent or copyright and to pay
costs and damages finally awarded in any such suit, provided that Motorola is
notified promptly in writing of the suit and, at Motorola's request and at its
expense, is given control of said suit and all requested assistance for defense
of same. If the use or sale of any such Product(s) furnished hereunder is
enjoined as a result of such suit, Motorola, at its option and at no expense to
Buyer, shall obtain for Buyer the right to use or sell such Product(s), or
shall substitute an equivalent Product reasonably acceptable to Buyer and shall
extend this indemnity thereto, or shall accept the return of such Product(s)
and reimburse Buyer the purchase price therefor less a reasonable charge for
reasonable wear and tear. This indemnity does not extend to any suit based upon
any infringement or alleged infringement of any patent or copyright by the
combination of any such Product(s) furnished hereunder and other elements nor
does it extend to any such Product(s) of Buyer's design or formula. The
foregoing states the entire liability of Motorola for patent or copyright
infringement. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF
PATENTS OR COPYRIGHTS.

(b) COPYRIGHTS AND MASK WORKS. Laws in the United States and other
countries preserve for Motorola certain exclusive rights in the Motorola
Software, mask works and other works of authorship furnished

-2-
<PAGE> 5
hereunder, including without limitation the exclusive right to prepare works
derived from same, reproduce same in copies and distribute copies of same. Such
Motorola Software, mask works and other works of authorship may be used in and
redistributed only with the Products associated with same. No other use,
including without limitation reproduction, modification or disassembly of such
Motorola Software, mask works or other works of authorship or exercise of
exclusive rights in same, is permitted.

(c) REVERSE ENGINEERING. Buyer acknowledges Motorola's claim
that the Motorola Software and Products furnished hereunder contain valuable
trade secrets of Motorola and therefore agrees that it will not translate,
reverse engineer, de-compile or disassemble or make any other unauthorized use
of such Motorola Software and Products. Since unauthorized use of such Motorola
Software and Products will greatly diminish the value of such trade secrets and
cause irreparable harm to Motorola, Buyer agrees that Motorola, in addition to
any other remedies it may have, shall be entitled to equitable relief to
protect such trade secrets, including without limitation temporary and
permanent injunctive relief without the proving of damage by Motorola.

(d) TRADEMARK AND PROPRIETARY MARKS.

(1) The Products shipped under the terms and conditions of this
Agreement will carry Motorola's trademark and proprietary marks or such other
logo or proprietary marks as Motorola may expressly agree to in writing prior
to any use of such other logo or mark.

(2) Buyer hereby acknowledges the validity of the trademark
"RADIUS" as well as of all other proprietary marks which are affixed to the
Motorola Products and agrees that the aforesaid trademark and proprietary
marks are and shall remain the property of Motorola.

(3) Buyer shall not do anything to infringe upon, harm, or
contest the validity of the aforesaid trademark or other proprietary marks of
Motorola.

(4) Buyer may use the trademark "RADIUS" in connection with the
promotion or sale of such Motorola Products and state that such Products are
manufactured by Motorola. Except as Motorola may otherwise specifically
provide, such promotion shall be at Buyer's sole cost and expense.

(5) Buyer agrees that it shall not use the trademark "RADIUS" as
part of the name under which it conducts business.

(6) Permission to display the word "MOTOROLA", "RADIUS" or any
other proprietary word or symbol owned by Motorola or its affiliates, is only
as stated above and it is expressly understood that nothing herein shall grant
to Buyer any right, title or interest in the words "MOTOROLA", "RADIUS" (either
alone or in association with other words, names or symbols), or in the
corporate name of Motorola, or any part thereof or in any other trademark or
trade name adopted by Motorola or its affiliates.

(7) In order that Motorola may protect its trademarks, trade
names, corporate slogans, goodwill and product designations, Buyer shall not
use any such marks, names, slogans, or designations in any advertising copy,
promotional material, signs or other written or printed material except in a
form specially approved in writing by Motorola.

(8) If, as set forth in subparagraph (4) above, any such mark
is used in signs, advertising or in any other manner by Buyer, Buyer will, upon
termination or expiration of this Agreement, immediately discontinue all such
use or display.

(e) LICENSE DISCLAIMER. Except for the right to use the Motorola Software
and Products for the purpose provided herein which arises by operation of law
and except as expressly provided in the Agreement, nothing contained in this
Agreement shall be deemed to grant to Buyer either directly or by implication,
estoppel or otherwise, any license or right under any patents, copyrights,
trademarks or trade secrets of Motorola or any third party.

8. USE OF BUYER'S NAME.

Motorola may advertise the Products subject to this Agreement and
Motorola may with Buyer's consent use Buyer's name in such advertising. To
assist Buyer in promoting sales Motorola may furnish such promotional
literature and other advertising aids as Motorola deems necessary.

9. TERM, TERMINATION.

This Agreement will begin on the Agreement Date and is effective for
the term indicated in Paragraph 1 unless terminated sooner according to this
Paragraph. This Agreement may be terminated:

(a) by either party without cause upon sixty days prior written
notice to the other party; or

(b) by Motorola immediately upon the occurrence of any of the
following events:

(1) a breach of any term or provision of Paragraphs 7 or 15;

(2) a change in the control or management of Buyer which is
unacceptable to Motorola;

(3) Buyer ceasing to function as a going concern, declaring
bankruptcy, having a receiver for it appointed, or otherwise taking advantage
of any insolvency law;

(4) Buyer's failure to cure a breach of this Agreement, other
than a breach of Paragraphs 7 or 15, within thirty days after Motorola's
written notification to Buyer of such breach;

-3-

<PAGE> 6
(5) the untrue statement of a material fact, or omission to state a
material fact necessary to make the statements contained therein not misleading,
in any written information or statement furnished by Buyer to Motorola in
connection with this Agreement or the performance of this Agreement;

(6) Buyer's engaging in any practice with respect to the Products
which is determined to be an illegal or unfair trade practice in violation of
any applicable Federal, State or Local law, or which in the opinion of counsel
to Motorola is an illegal or unfair trade practice in violation of any
applicable Federal, State or Local law;

(7) any direct or indirect sale of Products by Reseller outside of
the fifty United States and the District of Columbia which are not in
accordance with Paragraph 20 of this Agreement; or

(8) any use by Buyer of any sales agent or representative (other
than its employees) in connection with the performance of this Agreement
without the prior written approval of Motorola.

(c) Nothing contained in this Agreement shall be deemed to create any
express or implied obligation on either party to renew or extend this Agreement
or to create any right to continue this Agreement on the same terms and
conditions contained in it.

10. EFFECT OF TERMINATION OR EXPIRATION.

(a) Neither Motorola nor Buyer shall be liable to the other, or to any
other party, buy virtue of the termination or expiration of this Agreement for
any reason whatsoever, or by virtue of the cancellation of any orders for the
Products that are undelivered on the effective date of any termination of this
Agreement, including, but not limited to, any claim for loss of profits or
prospective profits for anticipated sales of Radius Communication Products.

(b) All sums owed by either party to the other shall become due and
payable immediately upon termination of this Agreement.

(c) Upon termination or expiration of this Agreement, Buyer shall, within
two working days of such termination or expiration, deliver to such address as
Motorola shall specify all Motorola property, including but not limited to all
catalogs, drawings, designs, engineering photographs, samples, literature, sales
aids and other confidential business information and trade secrets of Motorola
in Buyer's possession.

(d) Upon expiration or termination, Motorola shall be relieved of any
obligation to make any further shipments under this Agreement and, with respect
to termination, may cancel all of Buyer's unshipped orders for the Products,
irrespective of previous acceptance by Motorola. Motorola shall have no
obligation or liability to Buyer or its prospective customers in connection
with any such cancellations.

(e) Motorola's acceptance of any order by Buyer for the Products after
the termination or expiration of this Agreement shall not be construed as a
renewal or extension of this Agreement, nor as a waiver of termination.

(f) The terms, provisions, representations and warranties contained
in this Agreement that by their sense and context are intended to survive the
performance thereof by either or both parties shall so survive the completion
of performances and termination or expiration of this Agreement, including the
making of any and all payments due under this Agreement.

11. TAXES.

Except for the amount, if any, of Federal, State, or Local taxes stated in
Attachment A, the prices set forth herein are exclusive of any amount for
Federal, State, or Local excise, sales, use, property, retailers' occupation or
similar taxes. If any such excluded taxes are determined to be applicable to
this transaction or if Motorola is required to pay or bear the burden of such
taxes, the prices set forth herein shall be increased by the amount of such
taxes and any interest or penalty thereon, and Buyer shall pay to Motorola the
full amount of any such increase no later than ten days after receipt of an
invoice for such taxes, or Buyer may provide Motorola an executed resale
exemption certificate as required by state tax authorities to establish Buyer's
tax exempt status as a reseller under this Agreement.

12. EXCUSABLE DELAYS.

Motorola shall not be liable for any delay or failure to perform due to
any cause beyond its control. Causes include but are not limited to strikes,
acts of God, acts of the Buyer, interruptions of transportation or inability to
obtain necessary labor, materials or facilities, or default of any supplier.
The delivery schedule shall be considered extended by a period of time equal to
the time lost because of an excusable delay. In the event Motorola is unable to
wholly or partially perform because of any cause beyond its control, Motorola
may terminate any order without any liability to Buyer.

13. WAIVER.

The failure of either party to insist in any one or more instances upon
the performance of any of the terms, covenants, or conditions in this
Agreement, or to exercise any right under this Agreement, shall not be construed
as a waiver or relinquishment of the future performance of any such term,
covenant, or condition or the future exercise of any such right but the
obligation of each party with respect to such future performance shall continue
in full force and effect.
-4-

<PAGE> 7
14. FCC AND OTHER GOVERNMENT MATTERS.

Buyer or the end-user is solely responsible for obtaining any licenses or
other authorizations required by the Federal Communications Commission ("FCC")
or any other Federal, State or Local governmental agency. Buyer is solely
responsible for complying with applicable FCC rules and regulations and the
applicable rules and regulations of any other Federal, State or Local
governmental agency. Neither Motorola nor any of its employees is an agent of
Buyer or the end-user in FCC or other governmental matters.

15. COMPLIANCE WITH LAW.

Buyer shall at all times conduct its efforts hereunder in strict
accordance with all applicable Federal, State and Local laws and regulations
and with the highest commercial standards. Buyer agrees to promptly comply with
any notices received from Motorola regarding compliance with any State or
Federal law including but not limited to laws regarding warranty or consumer
protection.

16. COMMUNICATIONS SERVICES.

Buyer agrees that communications services such as Specialized Mobile
Radio, community repeater or other communications services are not provided
under the Agreement. Buyer or the end-user must enter into separate agreements
with the service provider(s) to obtain such services. MOTOROLA DISCLAIMS
LIABILITY FOR RANGE, COVERAGE, AVAILABILITY OR OPERATION OF ANY SYSTEM.

17. LIMITATIONS.

(a) LIMITATION OF LIABILITY. EXCEPT FOR PERSONAL INJURY AND EXCEPT AS
PROVIDED FOR IN THE SECTION "PATENT, COPYRIGHT AND TRADEMARKS", MOTOROLA'S
TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER FOR BREACH
OF CONTRACT, WARRANTY, MOTOROLA'S NEGLIGENCE, STRICT LIABILITY IN TORT OR
OTHERWISE, IS LIMITED TO THE PRICE OF THE PARTICULAR PRODUCTS SOLD HEREUNDER
WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. BUYER'S SOLE REMEDY IS TO
REQUEST MOTOROLA AT MOTOROLA'S OPTION TO EITHER REFUND THE PURCHASE PRICE, OR
REPAIR OR REPLACE PRODUCTS THAT ARE NOT AS WARRANTED. IN NO EVENT, WHETHER FOR
BREACH OF CONTRACT, WARRANTY, MOTOROLA'S NEGLIGENCE, STRICT LIABILITY IN TORT,
OR OTHERWISE, WILL MOTOROLA BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES, INCLUDING, BUT NOT LIMITED TO, FRUSTRATION OF ECONOMIC OR BUSINESS
EXPECTATIONS, LOSS OF PROFITS, LOSS OF DATA, COST OF CAPITAL, COST OF
SUBSTITUTE PRODUCT(S), FACILITIES OR SERVICES, DOWNTIME COST OR ANY CLAIM
AGAINST BUYER BY ANY OTHER PARTY.

(b) INSURANCE. IT IS FURTHER UNDERSTOOD THAT MOTOROLA IS NOT AN INSURER
AND THAT BUYER SHALL OBTAIN ALL INSURANCE, IF ANY, THAT IS DESIRED AND THAT
MOTOROLA DOES NOT REPRESENT OR WARRANT THAT MOTOROLA PRODUCTS WILL AVERT OR
PREVENT OCCURRENCES, OR THE CONSEQUENCES THEREFROM, WHICH ARE MONITORED,
DETECTED OR CONTROLLED WITH USE OF THE PRODUCTS.

(c) TIME TO SUE. EXCEPT FOR MONEY DUE UPON OPEN ACCOUNT, NO ACTION SHALL
BE BROUGHT FOR ANY BREACH OF THIS AGREEMENT MORE THAN TWO YEARS AFTER THE
ACCRUAL OF SUCH CAUSE OF ACTION EXCEPT WHERE A SHORTER LIMITATION PERIOD IS
PROVIDED BY APPLICABLE LAW.

(d) NO REPRESENTATIONS. THE ISSUANCE OF INFORMATION, ADVICE, APPROVALS,
INSTRUCTIONS OR COST PROJECTIONS BY MOTOROLA'S SALES PERSONNEL OR OTHER
REPRESENTATIVES SHALL BE DEEMED EXPRESSIONS OF PERSONAL OPINION ONLY AND SHALL
NOT AFFECT MOTOROLA'S AND BUYER'S RIGHTS AND OBLIGATIONS HEREUNDER UNLESS THE
SAME IS IN WRITING AND SIGNED BY AN OFFICER OF MOTOROLA WITH THE EXPLICIT
STATEMENT THAT IT CONSTITUTES AN AMENDMENT TO THIS AGREEMENT.

18. FORECAST.

During the term of this Agreement, Buyer shall update, on a monthly basis,
its inventory of Products and provide Seller, in a form to be provided by
Seller, a monthly usage forecast to assist Seller in maintaining an orderly
production flow for the purpose of meeting Buyer's delivery requirements.
Buyer's failure to provide such information may be considered cause by Seller
for excusable delivery delay.

19. PARTY RELATIONSHIP.

This Sales Agreement does not create an agency, joint venture or
partnership between Buyer and Seller. Neither party shall impose or create any
obligation or responsibility, express or implied, or make any promises,
representations or warranties on behalf of the other party, other than as
expressly provided herein.

-5-

<PAGE> 8
20. SALES OUTSIDE OF THE UNITED STATES.

In the event that Reseller elects to sell Motorola Radius Products or
services to entities outside of the United States, Reseller does so solely at
its own option and risk. Reseller remains solely and exclusively responsible
for compliance with all statutes and regulations governing sales to foreign
entities. These statutes include, but are not limited to those of the United
States Government including United States export control law and those of the
foreign entity involved, as well as those of certain international
organizations whose function it is to regulate such sales, such as The
Coordinating Committee for East West Trade. Radius makes no representations,
certifications or warranties whatsoever with respect to the ability of its
goods, services or prices to satisfy any such statutes or regulations. Failure
of the Reseller to conduct any sales to foreign entities in strict accordance
with all statutes and regulations of all governments and organizations
involved shall constitute a material breach of this Agreement. The Radius
Limited Warranty does not apply outside of the fifty United States and the
District of Columbia.

21. SALES TO THE U.S. GOVERNMENT.

In the event that Reseller sells Products or services to the U.S.
Government, or to a prime contractor selling to the U.S. Government, Reseller
does so at its own option and risk. Reseller remains solely and exclusively
responsible for compliance with all statutes and regulations governing sales to
the U.S. Government. Motorola Radius makes no representations, certifications or
warranties whatsoever with respect to the ability of its goods, services or
prices to satisfy any such statutes or regulations. Failure of the Reseller to
conduct any sales to the U.S. Government, or to U.S. Government prime
contractors, in strict accordance with U.S. law shall constitute a material
breach of this Agreement.

22. GENERAL.

(a) Except for changes by Motorola in the various attachments to this
Agreement or in the price, design, terms of sale, warranty, or specifications
of the Products, any amendment to this Agreement must be in writing and signed
by an authorized representative of Motorola and Reseller.

(b) Buyer acknowledges that it has read and understands these terms and
conditions and agrees to be bound by them, and that this Agreement, including
the Attachments, is the complete and exclusive statement of the agreement
between the parties and supersedes all proposals, oral or written, and all
other communications between the parties relating to the subject matter hereof.

(c) This Agreement is binding upon and shall inure to the benefit of the
parties hereto and their respective heirs, executors, legal representatives,
successors and assigns. Buyer may not assign this Agreement without the express
written consent of Seller.

(d) If any provision of this Agreement is contrary to, prohibited by or
held invalid by any law, rule, order or regulation of any government or by the
final determination of any State or Federal Court, such invalidity shall not
effect the enforceability of any other provisions not held to be invalid.

(e) Section and paragraph headings used in this Agreement are for
convenience only and are not to be deemed or construed to be part of this
Agreement.

(f) CONTROLLING LAW. THIS DOCUMENT AND THE RIGHTS AND DUTIES OF THE
PARTIES SHALL BE GOVERNED AND INTERPRETED ACCORDING TO THE LAWS OF THE STATE
OF ILLINOIS.

The parties deem this Agreement to be executed by their duly authorized
representatives on the Agreement Date.

<TABLE>
<S> <C>
SELLER: BUYER:

MOTOROLA, INC. PAGE COM GP INC - GEN'L PARTNER

By: /s/ LEO ZIMINSKY By: /s/ JOHN P. WATSON
------------------------------- ---------------------------------
(Authorized Signature) (Authorized Signature)

Title: V.P. and General Manager Title: President
---------------------------- ------------------------------
SEP 20 1996 General Partner of Bearcom
Operating LP
</TABLE>

Attachments included:

A. Products and Pricing Schedule
B. Reseller Order Form
C. Uniform Commercial Code UCC 1
D. Limited Warranty

-6-

<PAGE> 1
EXHIBIT 10.23

MASTER AMENDMENT NO. 1
to
MOTOROLA INC. RADIUS COMMUNICATION PRODUCTS RESELLER AGREEMENT
("Agreement")
between
MOTOROLA, INC. ("Motorola")
and

BearCom Operating L.P. ("Reseller")

Dallas, TX (City, State")

Effective the Motorola execution date shown below, Reseller and Motorola
agree that the Agreement is changed as follows:

A. Subparagraph 9(b)(8) of the Agreement entitled, "TERM, TERMINATION" is
replaced in its entirety with the following:

"any direct or indirect sale of the Products by Reseller that does
not comply with Reseller's covenant to limit its distribution of the Products
purchased under this Agreement to direct sale by Reseller only to customers at
retail for end use as limited by the terms and conditions of this Agreement."

B. The following new sections are added to the end of the Agreement:

" AA. RESELLER MARKETING REPORTS

Reseller shall provide to Motorola by the first Wednesday of each
month during any term of this Agreement, a marketing report ("Reseller
Marketing Report") by customer name setting forth the number of units of each
of the Products sold by Reseller during the preceding month, including dollar
volume of sales by ultimate destination zip code, customer Standard Industrial
Code ("SIC"), or other categories or industry groupings requested by Motorola.
Reseller shall provide said information by completing and sending to Motorola a
marketing report in whatever form requested by Motorola. The current form of
marketing report is attached to this amendment as Attachment 1-Reseller
Marketing Report Form.

In the event Reseller fails to provide Motorola any marketing report
called for by this Agreement and Reseller fails to cure such failure within
fifteen (15) days of notice of such failure from Motorola then, in addition to
Motorola's other rights and remedies under the Agreement, at law or in equity,
Motorola may withhold any further processing of any Reseller order for Products
until each such report is provided to Motorola as required by the Agreement.

BB. Per Unit Administrative Processing Charge

Reseller agrees to limit its distribution of the Products purchased
under the Agreement to direct sale by Reseller to customers at retail for end
use as limited by the terms and conditions of the Agreement. Reseller
acknowledges that its defined role in Motorola's distribution system is
necessary in order to encourage Motorola, Reseller and Motorola's other
resellers, distributors and dealers to make the distribution efforts necessary
to expand Motorola's distribution of Products and to provide the highest levels
of customer satisfaction.

(See Reverse Side)
<PAGE> 2
Reseller and Motorola agree that Motorola shall incur serious damages
if Reseller's sale of any Products unit fails to comply with the aforementioned
provisions of the Agreement and, further, that the amount of those damages are
uncertain and difficult of estimation because such damages include by way of
illustration but not limitation, Motorola undertaking a variety of record
keeping, administrative and operational activities and the costs and expenses
related thereto for each such breach of the Agreement by Reseller.

In addition to Motorola's other rights and remedies under the
Agreement, at law or in equity, to compensate Motorola for such damages,
Motorola and Reseller agree that for each such Products unit sale, as
stipulated damages and not as a penalty, on a per Products unit involved in the
transaction basis, the stipulated sum shall be a Per Unit Administrative
Processing Charge which shall consist of the difference between Motorola's
Suggested List Price and the Reseller purchase price listed in Motorola's then
current Reseller Price Book for each Products unit involved in each such
non-compliant sale ("Per Unit Administrative Processing Charge"). To assist in
the identification of each Reseller Products unit subject to the Per Unit
Administrative Processing Charge"). To assist in the identification of each
Reseller Products unit subject to the Per Unit Administrative Processing
Charge, Reseller shall give to Motorola full cooperation and access to all of
the Reseller's books, contracts and records related in any way to Reseller's
sale of Products units, and to furnish to Motorola all other information with
respect to its affairs, as deemed necessary by Motorola, to identify each such
Products unit.

Motorola shall invoice Reseller for each Per Unit Administrative
Processing Charge. Payment for each such invoice shall be due upon Reseller's
receipt of invoice. In the event Reseller fails to pay an outstanding Per Unit
Administrative Processing Charge invoice within thirty (30) days of the date
such payment is due, in addition to Motorola's other rights and remedies under
the Agreement, at law or in equity, Motorola may withhold any further
processing of any Reseller order for Products until such payment is made."

C. This Master Amendment No. 1 replaces and supercedes any existing
amendment to the Agreement which had as its purpose an amendment to Paragraph
9(b)(8) of the Agreement. Upon the Motorola execution date shown below, any such
existing amendment between Reseller and Motorola is no longer of any force or
effect.

Except as specifically amended above, the Agreement remains in full force and
effect in accordance with all its terms, conditions and amounts.

<TABLE>
<S> <C>
MOTOROLA, INC.: RESELLERS:

PAGE COM GP INC

By: /s/ LEO ZIMINSKY By: /s/ JOHN P. WATSON
-------------------------------------- -----------------------------------------

Print Name: Leo Ziminsky Print Name: John P. Watson
----------------------------- ---------------------------------

Title: VP, Division General Manager, Print Title: Gen'l Partner
RPAG - US & CANADA -------------------------------
General Partner of Bearcom Operating LP

Motorola Execution Date: Sept 20 1996 Reseller Execution Date: 9-11-96
----------------- --------------------
</TABLE>

<PAGE> 1
EXHIBIT 10.24

Radius Reseller Sales Location(s) Amendment
to
MOTOROLA INC. RADIUS COMMUNICATION PRODUCTS RESELLER AGREEMENT
("Agreement")
between
MOTOROLA, INC. ("Motorola")
and
BearCom Operating L.P. ("Reseller")

The following new paragraphs are added to the end of that section of the
Agreement entitled, "1. TERM PRODUCTS RETAIL SALE ONLY AND SALES AGENTS":

Reseller shall sell the Products only from the Reseller location
identified below by street, city and state ("Reseller Sales Location"). In
addition, Motorola, via this amendment, consents to Reseller's sale of the
Products from only the additional Reseller location(s), if any, identified
below by street, city and state ("Additional Reseller Sales Location(s)").
Motorola's consent to any and each Additional Reseller Sales Location is
conditioned on the following:

1. The Motorola Division Vice President, Indirect Sales, responsible for the
applicable geographic area that a proposed Additional Reseller Sales Location is
located in, must approve creation of that additional reseller sales location.

2. At all times, Reseller shall keep all personnel at its Reseller Sales
Location and each of its Additional Reseller Sales Locations informed of
Reseller's obligations and duties under the Agreement including, without
limitation, the matters set forth in this amendment.

3. At any time upon written notice to Reseller, Motorola, in its sole
discretion and for Motorola's convenience, may withdraw its consent to any
Additional Reseller Sales Location set forth in this amendment without
obligation or liability to Reseller.

Reseller Sales Location

<TABLE>
<S> <C> <C> <C>
(street address) (city/state) (zip code)

11545 Pagemill Road Dallas, TX 75243
- ---------------------------------------------------------------------------------------

Additional Reseller Sales Locations
- --------------------------------------------------------------------------------------- Motorola Division V.P.,
Indirect Sales Approval

(street address) (city/state) (zip code)

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

1735 I Street #200 Washington, DC 20006
- --------------------------------------------------------------------------------------- ----------------------------------

544 Ohohia St. #9 Honolulu, HI 96819
- --------------------------------------------------------------------------------------- ----------------------------------

3455 N. Desert, #103 Atlanta, GA 30344
- --------------------------------------------------------------------------------------- ----------------------------------

ALSO SEE ATTACHED LISTING

Except as specifically amended above, the Agreement remains in full force and effect in accordance with its terms and
conditions.

MOTOROLA, INC. RESELLER

PAGE COM GP INC

By: /s/ LEO ZIMINSKY By: /s/ JOHN P. WATSON
------------------------------------------------------- -----------------------------------------------------
(Authorized Signature) (Authorized Signature)

Print Name: Leo Ziminsky Print Name: John P. Watson
----------------------------------------------- ---------------------------------------------

Title: V.P. and General Manager Print Title: President
V.P., Division General Manager, Radio Products --------------------------------------------
General Partner of BearCom Operating
</TABLE>
<PAGE> 2

<TABLE>
<CAPTION>
DEALER NAME CITY STATE
<S> <C> <C>
BearCom Operating LP Dallas TX
- ----------------------------------------------------------------------------------

2-WAY BRANCH LOCATIONS
----------------------

150 N. Mill Drive, Suite 15 - Brisbane, CA 94005

309 S. Cloverdale #B12 - Seattle, WA 99108

3447 N.W. 55th St. - Ft. Lauderdale, FL 33309

1400 6th Ave., Suite 103 - San Diego, CA 92101

3202 S. 40th St. #4 - Phoenix, AZ 85040

4401 Vineland Rd., Suite A3 - Orlando, FL 32881

1313 S. Michigan Ave., #300 - Chicago, IL 60605

6525 City West Pkwy. - Eden Prairie, MN 55344

477 S. Fairfax Ave. - Los Angeles, CA 90036

4901 E. Drycreek Rd. #G10 - Littleton, CO 80122

12300 S.E. Mallard #103 - Milwaukie, OR 97222

37708 Hills Tech Dr. - Farmington Hills, MI 48331

1860 Chicago Ave., #1-9 - Riverside, CA 92507

11545 Pagemill Road - Dallas, TX 75243

8301 Edgewater Dr. #101 - Oakland, CA 94621

1608 I Street #200 - Sacramento, CA 95814

3505 Cadillac Ave., Unit L-3 - Costa Mesa, CA 92626

1099 Wall Street West, Unit 2, Suite 140 - Lyndhurst, NJ 07071

1401 St. Andrews Rd., #120 - Columbia, SC 29210
</TABLE>

<PAGE> 1
EXHIBIT 21.1

LIST OF SUBSIDIARIES

Page-Com GP, Inc. Delaware

BearCom LP, Inc. Delaware

BearCom Operating, L.P. Texas

Racomm, Inc. Nevada

Bear Communications, Inc. California

Cellular City, Inc. Nevada

Condor Holdings, Inc. Delaware

<PAGE> 1
[KPMG PEAT MARWICK LLP]

Exhibit 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Wireless International, 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
April 20, 1998

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<MULTIPLIER> 1,000

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<FISCAL-YEAR-END> APR-30-1998
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<SECURITIES> 0
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0
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<CGS> 44,409
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<OTHER-EXPENSES> 18,830
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<INCOME-PRETAX> 3,073
<INCOME-TAX> 1,114
<INCOME-CONTINUING> 1,114
<DISCONTINUED> 0
<EXTRAORDINARY> 0
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<NET-INCOME> 1,958
<EPS-PRIMARY> 188.79
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</TABLE>