TEL COM WIRELESS CABLE TV CORP
8-K/A, 1997-05-30
CABLE & OTHER PAY TELEVISION SERVICES
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               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549
                                
                           FORM 8-K/A
                                
                AMENDMENT NO. 5 TO CURRENT REPORT
                                
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
                              1934
                                

Date of Report:  May 29, 1997.

              Tel-Com Wireless Cable TV Corporation
     (Exact Name of Registrant as specified in its charter)
                                
Florida                            0-25896                  59-
317814
(State of Incorporation)              (Commission file No.)
(IRS Employer ID No.)

                                
    501 Grandview Avenue, Suite 201, Daytona Beach, FL 32118
                 (Address of Principal Offices)
                                
         Registrant's telephone number:  (904) 226-9977
                                
This Report amends the Current Report dated February 12, 1996, as
amended by Amendment to Current Report on Form 8-K/A dated
February 23, 1996, as further amended by Amendment No. 2 to
Current Report on Form 8-K/A dated May 20, 1996, and as further
amended by Amendment No. 3 to Current Report on form 8-D/A dated
February 13, 1997, and as further amended by Amendment No. 4 to
Current Report on Form 8-K/A dated February 27, 1997.

Item 2.  Acquisition or Disposition of Assets

     Effective May 19, 1997, Tel-Com Wireless Cable TV
Corporation (the "Company") and Melvin Rosen entered into a Debt
Restructuring Agreement ("Agreement") providing for the
restructuring of that certain Promissory Note (the "Note") dated
February 23, 1996, in the original principal amount of $2,000,000
(the "Indebtedness"), given by the Company to Mr. Rosen.  A copy
of the Agreement is attached hereto as Exhibit 2.1.  Under the
terms of the Agreement, the Company issued to Mr. Rosen a new
secured convertible debenture in the principal amount of
$2,000,000 ("Debenture").  A copy of the Debenture is attached
hereto as Exhibit 2.2.

Item 7.  Financial Statements and Exhibits.

     Schedule of Exhibits.

          Exhibit 2.1    Debt Restructuring Agreement dated May
19, 1997, between the Company and Melvin Rosen.
          Exhibit 2.2    Secured Convertible Debenture dated May
19, 1997, issued by the Company to Melvin Rosen in the principal
amount of $2,000,000.

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                              Tel-Com Wireless Cable TV
Corporation


Date:     May 29, 1997             By:  /s/ Melvin Rosen
                              Melvin Rosen, President
                           EXHIBIT 2.1
                                
                  DEBT RESTRUCTURING AGREEMENT

     This Agreement is entered into this 19th day of May, 1997,
by and between TEL-COM WIRELESS CABLE TV CORPORATION ("Company"),
a Florida corporation, and MELVIN ROSEN ("Rosen"), an individual.

                     Background of Agreement

     Rosen is the holder of a Promissory Note dated February 23,
1996, in the principal amount of Two Million Dollars ($2,000,000)
made by the Company (the "Note") which became due on February 23,
1997.

     The Company has failed to pay the Note when it became due.

     The parties desire to restructure the indebtedness evidenced
by the Note upon the terms and conditions set forth herein.

                       Terms of Agreement

     In consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:

     1.   Acknowledgment of Indebtedness.  The Company
acknowledges that, as of the date of this Agreement, the
principal balance outstanding on the Note is Two Million Dollars
($2,000,000), (the "Initial Indebtedness").

     2.   Restructuring of Debt. An amount representing accrued
but unpaid interest on the Note, attorneys' fees of Rosen as set
forth in Section 11 below, and the trustee's fees due under the
Tel-Com-Rosen Trust, which, in the aggregate, may not exceed
$100,000, shall be added to the Initial Indebtedness within
thirty (30) days of the date hereof (the Initial Indebtedness and
accrued Trustee's fees are collectively referred to hereinafter
as the "Indebtedness").  The Initial Indebtedness  shall be
evidenced by a new secured convertible debenture (the
"Debenture") in the principal amount of Two Million Dollars
($2,000,000), containing the terms and conditions set forth in
the form of Debenture attached hereto as Exhibit A .

     3.   Consideration for Restructuring.  As consideration for
Rosen's restructuring of the Initial Indebtedness, the Company
will issue to Rosen:

          (a)  180,000 fully paid and non-assessable shares of
its Common Stock ("New Rosen Shares").  The Company shall bear
all cost and expenses incurred or associated with the issuance to
Rosen of the New Rosen Shares.

          (b)  A Warrant to purchase 500,000 Shares of Common
Stock at an exercise price of $1.00 per share (the "$1.00
Warrants").

          (c)  A Warrant to purchase 500,000 Shares of Common
Stock at an exercise price of $5.00 per share (the "$5.00
Warrants").

     4.   Representations of Rosen.  Rosen hereby represents and
warrants to the Company as follows:

          4.1  Receipt of Certain Information.  Rosen has
received a copy of each of the following:  the Company's Form 10-
KSB for the years ended December 31, 1995 and 1996; the Post-
Effective Amendment No. 2 to the Company's Registration Statement
on Form SB-2 filed with the United States Securities and Exchange
Commission ("SEC") on January 21, 1997; The Company's quarterly
report on Form 10-QSB for the quarter ended March 31, 1997; the
Company's 1995 Annual Report to Shareholders; the Company's Proxy
Statement for the annual meeting of shareholders held on May 30,
1996; the press releases issued by the Company during the 1996
calendar year; and the Company's Articles of Incorporation and
Bylaws, each as amended to date .

          4.2. Availability of Information.  The Company has made
available to Rosen the opportunity to ask questions of, and
receive answers from, the Company and any other person or entity
acting on its behalf concerning the terms and conditions of this
Agreement, the restructuring of the Note, the Conversion Rights
under the Debenture, and the information contained in the
Company's filings with the SEC and to obtain any additional
information, to the extent the Company possesses such information
or can acquire it without unreasonable effort or expense,
necessary to verify the accuracy of the information provided by
the Company and any other person or entity acting on its behalf.

          4.3  Investment Representations.  As an inducement to
the Company's agreement to issue the new Rosen Shares, the $1.00
Warrants and the $5.00 Warrants and to provide for the right to
convert the Debenture into common stock of the Company
("Conversion Shares"), Rosen makes the following representations
and warranties:

               (a)  Rosen (i) has adequate means of providing for
his current needs and possible contingencies, and has no need for
liquidity of his investment in the Company, (ii) can bear the
economic risk of losing this entire investment in the Company,
and (iii) has such knowledge and experience in financial and
business matters that he is capable of evaluating the relative
risks and merits of this investment.

               (b)  Rosen is an accredited investor as defined in
Rule 501(a) of Regulation D promulgated under the Act;

               (c)  The New Rosen Shares, $1.00 Warrants, and
$5.00 Warrants, are being, and any Conversion Shares will be,
acquired solely for Rosen's own account, for investment purposes
only, and are not being or will not be purchased with a view or
intent to or resell, fractionalize, divide, or redistribute all
or any part of such shares to any other person or entity.

               (d)  Rosen is aware of the following:

                    (i)  The New Rosen Shares, $1.00 Warrants,
$5.00 Warrants and the Conversion Shares are or will be a
speculative investment which involve a high degree of risk; and

                    (ii)      Unless and until a registration
statement has been filed and become effective for the New Rosen
Shares, the Conversion Shares and the Shares of Common Stock
underlying the $1.00 Warrants and the $5.00 Warrants, the New
Rosen Shares have not been, and the Conversion Shares and Shares
of Common Stock underlying the $1.00 Warrants and $5.00 Warrants
will not have been, registered under the Act or the securities or
investor protection laws of applicable jurisdictions, but have
been offered in reliance on exemptions for private offerings
contained in Section 4(2) and Rules 504, 505 or 506 of the Act
and in the laws of such jurisdictions.  There are substantial
restrictions on the transferability of the New Rosen Shares and
the $1.00 Warrants and $5.00 Warrants; unless and until the New
Rosen Shares, the $1.00 Warrants, and the $5.00 Warrants, and the
Conversion Shares are registered under the Act, there will be no
public market for such Shares; and it may not be possible for
Rosen to liquidate the New Rosen Shares, the $1.00 Warrants, and
the $5.00 Warrants or Conversion Shares so that Rosen may have to
bear the economic risk of such investment in the Company for an
indefinite period of time.

                    (iii)     The New Rosen Shares, the $1,00
Warrants, the $5.00 Warrants, and the Conversion Shares cannot be
offered or sold unless they are subsequently registered under the
Act and applicable state securities laws or an exemption from
such registration is available.  Until such registration, the New
Rosen Shares, the $1.00 Warrants, the $5.00 Warrants, and the
Conversion Shares will bear a legend to the following effect:

     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
     (THE "ACT"), OR ANY STATE SECURITIES LAWS, HAVE BEEN
     ACQUIRED FOR INVESTMENT PURPOSES ONLY, AND SHALL NOT BE
     SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE
     TRANSFERRED, WHETHER OR NOT FOR CONSIDERATION, BY THE
     HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A
     FAVORABLE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
     OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE
     AS MAY BE SATISFACTORY TO COUNSEL FOR THE COMPANY, IN
     EITHER CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL
     NOT BE IN VIOLATION OF THE ACT AND APPLICABLE STATE
     SECURITIES LAWS.

     5.   Representations and Warranties of the Company.  The
Company hereby makes the following representations and warranties
to Rosen, each of which the Company represents to be true and
correct on the date hereof (any Schedules to be attached to be
delivered as promptly as practicable after the date of this
Agreement):

          5.1  Corporate Organization.  The Company is a
corporation duly organized, validly existing, and in good
standing under the laws of the State of Florida and has full
corporate power, authority and legal right to own its properties
and to conduct the business in which it is now engaged as and
where such business is conducted.  The Company is duly licensed
or qualified to transact business as a foreign corporation and is
in good standing in each jurisdiction where the ownership or
lease of its assets or the operation of its business requires
such qualification, except where the failure to be so qualified
would not have a material adverse effect on the business,
operations, property or financial or other condition of the
Company.  Accurate, current and complete copies of the Articles
of Incorporation and Bylaws of the Company, the contents of the
Company's minute book, stock certificate books and stock transfer
ledgers, and, if any, all fictitious name registrations of the
Company have been made available to Rosen or his representative
at or prior to the execution of this Agreement.  The Company's
minute book contains true and complete minutes and records of all
meetings, proceedings, and other actions of its shareholders and
directors from the date of its organization to the date hereof.
To the knowledge of the Company, the stock certificate books and
stock transfer ledgers of the Company (which are maintained by
Continental Stock Transfer and Trust Company, the Company's
transfer agent) are true and complete and accurately reflect the
stock ownership of the Company as of the date hereof.

          5.2  Capitalization.  The authorized capital stock of
the Company consists of (i) 5,000,000 shares of Preferred Stock,
$.001 par value, of which 200 shares designated as Series A
Convertible Preferred Stock  are issued and outstanding and 100
shares designated as Series B Convertible Preferred Stock are
issued and outstanding; and (ii) 10,000,000 shares of Common
Stock, $.001 par value, of which approximately 2,196,212 shares
are issued and outstanding.  The holders of outstanding capital
stock of the Company have no preemptive rights.  All of the
issued and outstanding shares of capital stock of the Company are
duly authorized, validly issued, fully paid and nonassessable and
are owned of record and beneficially by the holders thereof as
set forth on Schedule 5.2 hereto.  Except as set forth on
Schedule 5.2, there are no subscriptions, options, warrants,
rights or calls or other commitments or agreements to which the
Company is a party or by which it is bound, calling for the
issuance, transfer, sale or other disposition of any class of
securities of the Company, and there are no outstanding
securities of the Company convertible or exchangeable, actually
or contingently, into shares of the Company's common stock or any
other securities of the Company.  All transfer taxes, if any,
with respect to transfers of capital stock of the Company made
prior to the date hereof have been paid.

          5.3  Subsidiaries.  Schedule 5.3 hereto sets forth a
complete list of the names, jurisdictions of incorporation and
capital stock of all corporations, partnerships and other
business entities controlled by the Company (collectively, the
"Subsidiaries").  (As used herein, "controlled by" means (i) the
ownership of not less than 50% of the voting securities or other
interests of a corporation, partnership or other business entity,
or (ii) the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a
corporation, partnership or other business entity, whether
through ownership of voting shares, by contract or otherwise).
Each of the Subsidiaries is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction
of its incorporation and has the corporate power to carry on its
business as and where now conducted and to own its assets.  Each
of the Subsidiaries is duly qualified to do business and is in
good standing as a foreign corporation in the jurisdictions set
forth on Schedule 5.3, such jurisdictions being the only foreign
jurisdictions in which the failure to qualify would have a
material adverse effect on such Subsidiary and its respective
assets, properties or businesses, and there has not been any
claim by any jurisdiction to the effect that it is required to
qualify or otherwise be authorized to do business as a foreign
corporation therein.  All of the outstanding capital stock of
each of the Subsidiaries is validly issued, fully paid and non-
assessable and all of such shares that are owned by the Company
or by a Subsidiary are free and clear of all liens, claims,
charges or encumbrances of any nature whatsoever, except as
stated on Schedule 5.3. There are no outstanding securities
convertible into shares of capital stock or any subscriptions,
options, warrants, rights or calls, or other commitments or
agreements to which Company or any of the Subsidiaries is a party
or by which it or any of them are bound, calling for the
issuance, transfer, sale or disposition of any of the capital
stock or other securities of any of such Subsidiaries except as
set forth on Schedule 5.3.  Copies of the Articles or Certificate
of Incorporation and Bylaws, as amended to date, of each of the
Subsidiaries, which have heretofore been delivered to Rosen prior
to the date of this Agreement, are true and complete copies of
those documents, as in effect on the date hereof.  Except as set
forth in Schedule 5.3 and except for investments in the
Subsidiaries, neither the Company nor any of the Subsidiaries
have made any investments in, or own, any of the capital stock
of, or any other proprietary interest in, any other corporation,
partnership or other business entity.

          5.4  Authority.  The Company has full corporate power
and authority to execute and deliver this Agreement and to
perform all of its covenants and agreements hereunder.  The
execution and delivery of this Agreement by the Company, the
performance by the Company of its covenants and agreements
hereunder and the consummation by the Company of the transactions
contemplated hereby have been duly authorized by all necessary
corporate action pursuant to applicable law, and said
authorization and approval has not been altered, amended or
revoked.

          5.5  Enforceability.  This Agreement has been duly
executed and delivered and constitutes the valid and legally
binding obligation of the Company, enforceable against the
Company in accordance with its terms except as such
enforceability may be limited by (i) bankruptcy, insolvency,
moratorium or similar laws affecting the enforcement of
creditors' rights generally or by the principles governing the
availability of specific performance, injunctive relief and other
equitable remedies (regardless of whether such enforceability is
considered in equity or at law), including requirements of
reasonableness and good faith in the exercise of rights and
remedies thereunder; and (ii) applicable laws and court decisions
which may limit or render unenforceable certain terms and
provisions contained therein, but which do not substantially
interfere with the practical realization of the benefits thereof,
except for the economic consequences of any procedural delay
which may be imposed by, relate to or result from such laws and
court decisions.

          5.6  Noncontravention.  Neither the execution and
delivery of this Agreement, nor compliance by the Company with
any of the provisions hereof, nor the consummation of the
transactions contemplated hereby, will:

               (a)  violate or conflict with any provision of the
Articles of Incorporation or Bylaws of the Company or any of the
Subsidiaries;

               (b)  violate or, alone or with notice or the
passage of time, result in the material breach or termination of,
or otherwise give any contracting party the right to terminate,
or declare a default under, the terms of any agreement or other
document or undertaking, oral or written, to which the Company or
any of the Subsidiaries are a party or by which any of them or
any of their respective properties or assets may be bound (except
for such violations, conflicts, breaches or defaults as to which
required waivers or consents by other parties have been
obtained);

               (c)  result in the creation of any lien, security
interest, charge or encumbrance upon any of the properties or
assets of the Company or any of the Subsidiaries except as
contemplated by this Agreement;

               (d)  violate any judgment, order, injunction,
decree or award against, or binding upon, the Company or any of
the Subsidiaries or their respective properties or assets; or

               (e)  to the knowledge of the Company, violate any
law or regulation of any jurisdiction relating to the Company or
any of the Subsidiaries, or their respective securities, assets
or properties, the violation of which would have a material
adverse effect on the Company or any of the Subsidiaries
("Material Adverse Effect").

          5.7  Conversion Shares; New Rosen Shares.  The Common
Stock has been duly authorized and reserved for issuance and, if
and when issued upon conversion of the Debenture in accordance
with the terms thereof and the $1.00 Warrants and $5.00 Warrants
if and when issued in accordance with the terms thereof, as well
as the New Rosen Shares when issued, will be duly and validly
authorized and issued, fully paid and nonassessable.

          5.8  Consents.  The Company has all consents of
governmental and other regulatory agencies, foreign or domestic,
and of other third parties required to be received by or on the
part of the Company or the Subsidiaries to enable the Company to
enter into, and perform its obligations under, this Agreement.
All such requisite consents have been, or prior to the
consummation of the transactions contemplated herein will have
been, obtained.

          5.9. Financial Statements, etc.  The audited
consolidated financial statements of the Company and the
Subsidiaries as of December 31, 1996 and 1995 and for the years
then ended (the "Company Financial Statements"),  (a) are true,
correct and complete, (b) are in accordance with the books and
records of Company and the Subsidiaries, (c) fairly, completely
and accurately present the financial position of the Company and
the Subsidiaries as of such dates and the results of its
operations for such periods, and (d) were prepared in conformity
with generally accepted accounting principles consistently
applied throughout the periods covered thereby and with
Regulation S-B, promulgated by the Securities and Exchange
Commission (the "SEC").  Such audited consolidated financial
statements have been audited by independent certified public
accountants, whose report thereon is included therein.

          5.10.     Liabilities; Judgments.  As of December 31,
1996, (the "Company Balance Sheet Date"), the Company and the
Subsidiaries have no material debts, liabilities or obligations,
contingent or absolute, other than those debts, liabilities and
obligations reflected or reserved against in the Company's
consolidated balance sheet at the Company Balance Sheet Date (the
"Company Balance Sheet") .  There is no outstanding judgment
against the Company or any of the Subsidiaries or against or
affecting any of their respective assets or businesses.

          5.11 Actions Since the Company Balance Sheet Date.
Except as otherwise expressly provided or set forth in, or
required by, this Agreement, or as set forth in Schedule 5.11
hereto, since the Company Balance Sheet Date, neither the Company
nor any of the Subsidiaries have: (a) issued or sold, or agreed
to issue or sell, any of their capital stock, options, warrants,
rights or calls to purchase such stock, any securities
convertible or exchangeable into such capital stock or other
corporate securities, or effected any subdivision or other
recapitalization affecting its capital stock other than in
connection with the transactions contemplated by this Agreement;
(b) incurred any material obligation or liability, absolute or
contingent, except those arising in the ordinary and usual course
of business or in connection with the transactions contemplated
hereby; (c) discharged or satisfied any lien or encumbrance,
except in the ordinary and usual course of business, or paid or
satisfied any liability, absolute or contingent, other than
liabilities as of the Company Balance Sheet Date and current
liabilities incurred since the Company Balance Sheet Date in the
ordinary and usual course of business; (d) made any wage or
salary increases or granted any bonuses other than wage and
salary increases and bonuses granted in accordance with its
normal salary increase and bonus policies; (e) mortgaged, pledged
or subjected to any lien, pledge, charge or other encumbrance of
any of their properties or assets, or permitted any of their
property or assets to be subjected to any lien, pledge, charge or
other encumbrance, except in the ordinary and usual course of
business or as contemplated by this Agreement; (f) sold, assigned
or transferred any of their properties or assets, except in the
ordinary and usual course of business; (g) other than this
Agreement or the transactions contemplated hereby, entered into
any transaction or course of conduct not in the ordinary and
usual course of business; (h) waived any rights of substantial
value, or canceled, modified or waived any indebtedness for
borrowed money held by them, except in the ordinary and usual
course of business; (i) declared, paid or set aside any dividends
or other distributions or payments on their capital stock, or
redeemed or repurchased, or agreed to redeem or repurchase, any
shares of their capital stock; (j) made any loans or advances to
any person, or assumed, guaranteed, endorsed or otherwise become
responsible for the obligations of any person; (k) incurred any
indebtedness for borrowed money (except endorsement, for
collection or deposit, of negotiable instruments received in the
ordinary and usual course of business); or (l) made any change in
the accounting methods or practices followed by the Company or
the Subsidiaries.

          5.12 Adverse Developments.  Since the Company Balance
Sheet Date, there have been no material adverse changes in the
assets, properties, operations or financial condition of the
Company or the Subsidiaries, and no event has occurred that could
be reasonably expected to have a material adverse effect upon the
business of the Company or the Subsidiaries and the Company is
not aware, after reasonable inquiry, of any development or
threatened development of a nature that has, or that could be
reasonably expected to have, a material adverse effect upon the
business of the Company or the Subsidiaries or upon any of their
respective assets, properties, operations or financial condition
except for default of the Note.

          5.13.     Taxes; Tax Returns.  Except as set forth in
Schedule 5.13 hereto, all taxes, including, without limitation,
income, property, sales, use, franchise, capital stock, excise,
value added, employees' income withholding, social security and
unemployment taxes imposed by the United States, by any state,
locality or foreign country, or by any other taxing authority,
which have or may become due or payable by the Company or the
Subsidiaries and all interest and penalties thereon, whether
disputed or not, have been paid in full or adequately provided
for by reserves shown in the Company Financial Statements; all
deposits required by law to be made by the Company or the
Subsidiaries with respect to estimated income, franchise and
employees' withholding taxes have been duly made; and all tax
returns, including estimated tax returns, required to be filed by
the Company or any of the Subsidiaries have been duly filed.  No
extension of time for the assessment of deficiencies for any year
is in effect.  Except as set forth in Schedule 5.13, no
deficiency notice or imposition of any tax lien is proposed, or
to the knowledge of the Company, after reasonable inquiry, is
threatened against the Company or the Subsidiaries.  The federal
and state income tax returns of the Company and the Subsidiaries
have never been audited.

          5.14 Ownership of Assets; Trademarks, Patents, etc.
Except as set forth in Schedule 5.14, each of the Company and the
Subsidiaries owns outright, and has good and marketable title to,
all of its respective assets, properties and businesses
(including all assets reflected in the Company Balance Sheet,
except as the same may have been disposed of in the ordinary and
usual course of business since the Company Balance Sheet Date),
free and clear of all liens, mortgages, pledges, claims,
conditional sales agreements, restrictions on transfer or other
encumbrances or charges whatsoever.  Except as set forth in
Schedule 5.14, no other person, firm or corporation has any
proprietary or other interest in any such intangible assets.
Such assets so owned are sufficient to permit the Company and the
Subsidiaries to conduct their respective businesses as and where
now conducted.  Except as set forth in Schedule 5.14, neither the
Company nor any of the Subsidiaries is a party to or bound by any
license or agreement requiring the payment to any person, firm or
corporation of any royalty.  To the knowledge of the Company
neither the Company nor any of the Subsidiaries are infringing
upon any patent, copyright, tradename, trademark, trade secret or
other similar intangible right or otherwise are violating the
rights of any third party with respect thereto, and no
proceedings have been instituted and no claim has been received
by the Company or any of the Subsidiaries alleging any such
violation.

          5.15 Insurance.   Schedule 5.15 hereto sets forth a
true and complete list and brief description of all policies of
fire, liability and other forms of insurance held by the Company
and the Subsidiaries.  Except as set forth in Schedule 5.15, all
policies of fire, liability and other forms of insurance held by
the Company and the Subsidiaries are valid, outstanding and
enforceable policies, as to which premiums have been paid
currently, are with reputable insurers believed by the Company,
after reasonable inquiry, to be financially sound and are
consistent with the practices of similar concerns engaged in
substantially similar operations as those currently conducted by
the Company and the Subsidiaries.  Except as set forth in
Schedule 5.15,  the Company is not aware of any state of facts or
of the occurrence of any event that might reasonably (a) form the
basis for any material claim against the Company or any of the
Subsidiaries not fully covered by insurance for liability on
account of any express or implied warranty or tortious omission
or commission, or (b) result in a material increase in insurance
premiums.

          5.16 Compliance with Law.  Except as set forth in
Schedule 5.16 hereto, there are no actions, suits, proceedings or
governmental investigations relating to the Company or the
Subsidiaries or any of their respective properties, assets or
businesses pending or, to the knowledge of the Company, after
reasonable inquiry, threatened, or any order, injunction, award
or decree outstanding against the Company or any of the
Subsidiaries or against or relating to any of their respective
properties, assets or businesses; and the Company is not aware of
any basis for any such action, suit, proceeding, governmental
investigation, order, injunction or decree.  Neither the Company
nor any of the Subsidiaries is in violation of any law,
regulation, ordinance, order, injunction, decree, award, or other
requirement of any governmental body, court or arbitrator
relating to their respective properties, assets or business, the
violation of which would have a material adverse effect on the
Company or the Subsidiaries.

          5.17 Real Property.  Schedule 5.17 hereto sets forth a
brief description of all real properties that are leased to the
Company or any of its Subsidiaries.  Neither the Company nor any
of the Subsidiaries own outright the fee simple title in and to
any real property.  The real property leases described in
Schedule 5.17 that relate to the leased properties described
therein are in full force and effect. Except as set forth in
Schedule 5.17, all uses of such real property by the Company or
the Subsidiaries conform in all material respects to the terms of
the leases relating thereto and, to the best knowledge of the
Company conform in all material respects to all applicable
building and zoning ordinances, laws and regulations.  None of
such leases may be expected to result in the expenditure of
material sums for the restoration of the premises upon the
expiration of their respective terms.

          5.18 Agreements and Obligations; Performance.  Except
as listed and briefly described in Schedule 5.18 hereto (the
"Company Listed Agreements"), neither the Company nor any of the
Subsidiaries are party to, or bound by, any: (a) written or oral
agreement or other contractual commitment, understanding or
obligation that involves aggregate payments or receipts in excess
of $20,000 (b) contract, arrangement, commitment or understanding
that involves aggregate payments or receipts in excess of $20,000
that cannot be canceled on 30 days' or less notice without
penalty or premium or any continuing obligation or liability; (c)
contractual obligation or contractual liability of any kind to
any shareholders of the Company or the Subsidiaries; (d)
contract, arrangement, commitment or understanding with their
customers or any officer, employee, shareholder, director,
representative or agent thereof for the repurchase of products,
sharing of fees, the rebating of charges to such customers or
other similar arrangements; (e) contract for the purchase or sale
of any materials, products or supplies that contains, or that
commits or will commit them for, a fixed term; (f) management
agreement not terminable at will without penalty or premium or
any continuing obligation or liability; (g) lease for real or
personal property (including borrowings thereon), license or
royalty agreement; (h) agreement, commitment or understanding
relating to indebtedness for borrowed money; (i) union or other
collective bargaining agreement; (j) contract that, by its terms,
requires the consent of any party thereto to the consummation of
the transactions contemplated hereby; (k) contract containing
covenants limiting the freedom of the Company or any of the
Subsidiaries to engage or compete in any line or business or with
any person or entity in any geographical area; (l) contract or
option relating to the acquisition or sale of any business; (m)
voting trust agreement or similar shareholders' agreement; (n)
option for the purchase of any asset, tangible or intangible; or
(o) other contract, agreement, commitment or understanding that
materially affects any of the Company's or any of the
Subsidiaries' respective properties, assets or businesses,
whether directly or indirectly, or that was entered into other
than in the ordinary course of business.  A true and correct copy
of each of the written Company Listed Agreements has been made
available to Rosen.  Except as set forth on Schedule 5.18, each
of the Company and the Subsidiaries has in all material respects
performed all obligations required to be performed by each of
them to date under all of the Company Listed Agreements, is not
in default in any material respect under any of the Company
Listed Agreements, and has received no notice of any default or
alleged default thereunder which has not heretofore been cured or
which notice has not heretofore been withdrawn.  Except as set
forth on Schedule 5.18, the Company is not aware, after
reasonable inquiry, of any material default under any of the
Company Listed Agreements by any other party thereto or by any
other person, firm or corporation bound thereunder except as set
forth in the Company Financial Statements.

          5.19 Condition of Assets.  Except for routine servicing
requirements, all machinery and equipment used by the Company or
the Subsidiaries in the conduct of their respective businesses
are in good operating condition and repair, ordinary wear and
tear excepted.

          5.20 Accounts.  Set forth on Schedule 5.20 hereto is an
accurate and complete list showing the name and address of each
bank or brokerage firm in which the Company or any of its
subsidiaries has an account or safe deposit box, the number of
any such account or any such box and the names of all persons
authorized to draw thereon or to have access thereto.

          5.21 Accounts Receivable.  All of the accounts
receivable of the Company as of March 31, 1997, except those owed
to it since such date constitute bona fide accounts receivable
resulting from bona fide sales of services or goods in the
ordinary course of its business, and the Company does not know,
nor does it have reason to know of any valid defense or right of
set-off to the rights of the Company to collect such accounts
receivable in full, less such reserves.

          5.22 Accounts Payable. Schedule 5.22 hereto contains a
true and accurate aging schedule of all accounts payable of the
Company and the Subsidiaries as of March 31, 1997.  Except as
disclosed on Schedule 5.22, (i) each account payable of the
Company represents an obligation incurred in the ordinary course
of business for goods sold to, or for bona fide services
performed for, the Company or the Subsidiaries; and (ii) no claim
for reduction, counterclaim, setoff, recoupment or other claim
for credit, allowances or adjustments has been made by the
Company or any of the Subsidiaries with respect to any such
accounts payable.

          5.23 Permits and Licenses.  The Company and the
Subsidiaries have all permits, licenses, orders and approvals of
all federal, state, local and foreign governmental or regulatory
bodies required to carry on their businesses as and where
currently conducted and to sell their services and products; all
such permits, licenses, orders, franchises and approvals are in
full force and effect, and to the knowledge of the Company, no
suspension or cancellation of any of such permits, licenses,
orders, franchises and approvals is threatened; and each of the
Company and the Subsidiaries are in compliance in all material
respects with all requirements, standards and procedures of the
federal, state, local and foreign governmental bodies that have
issued such permits, licenses, orders, franchises and approvals.

          5.24 Interest in Assets.  Except as set forth in
Schedule 5.24 hereto, no shareholder, officer or director of
capital stock of the Company or any of the Subsidiaries nor any
affiliate thereof owns any property or rights, tangible or
intangible, used in or related, directly or indirectly, to the
business of the Company and the Subsidiaries.

          5.25 Salary Information.  Schedule 5.25 hereto contains
a true and complete list of the names and current salary rates of
and bonus commitments to all present officers and directors of
the Company and each of the Subsidiaries and all other employees
whose base annual compensation exceeds $50,000 and a list of all
employees (and home addresses) whose base annual compensation
exceeds $20,000.

          5.26 Labor Matters.  Except as set forth in Schedule
5.26 attached hereto, neither the Company nor any of the
Subsidiaries has been a party to or has any Obligation with
respect to: (1) any profit sharing, pension, retirement, deferred
compensation, bonus, stock option, stock purchase, retainer,
consulting, health, welfare or incentive plan or agreement or
other employee benefit plan, whether legally binding or not; or
(ii) any plan providing for "fringe benefits" to its employees,
including, but not limited to, vacation, disability, sick leave,
medical, hospitalization and life insurance and other insurance
plans, or related benefits; or (iii) any employment agreement.
To the best of the Company's knowledge and belief, no former or
present employee of the Company or any of the Subsidiaries has
any claim against the Company or the respective Subsidiary
(whether under federal or state law, any employment agreement or
otherwise) on account of or for: (i) overtime pay; (ii) wages or
salary for any period; (iii) vacation, time off or pay in lieu of
time off; or (iv) any violation of any statute, ordinance or
regulation relating to minimum wages or maximum hours of work.
To the best of the Company's knowledge or belief, no person or
party (including, but not limited to, governmental agencies of
any kind) has any claim or basis for any claim or proceeding
against the Company or any of the Subsidiaries arising out of any
statute, ordinance or regulation relating to discrimination in
employment or to employment practices, sexual harassment, or
occupational safety or health standards.

          5.27 Improper Payments.  Neither the Company or the
Subsidiaries, nor any of their respective current or former
shareholders, partners, directors, officers, or employees or
agents, nor any Person acting on their behalf, has directly or
indirectly, made any bribe, kickback or other payment of a
similar or comparable nature, whether lawful or not, to any
person, public or private, regardless of form, whether in money,
property or services, to obtain favorable treatment for business
secured or special concessions already obtained.  No funds or
assets of the Company or any Subsidiary were donated, loaned or
made available directly or indirectly for the benefit of, or for
the purpose of supporting or opposing, any government or
subdivision thereof, political party, candidate or committee,
either domestic or foreign.  Neither the Company nor any
Subsidiary has maintained and does not maintain a bank account,
or any other account of any kind, whether domestic or foreign,
which account was not or is not reflected in the Company or the
respective Subsidiary's corporate books and records, or which
account was not listed, titled or identified in the name of the
Company or the respective Subsidiary.

          5.28 SEC Filings, Etc.  The Company has heretofore
delivered to Rosen or his representatives or advisors correct and
complete copies of all publicly-available documents, records and
books pertaining to the Company, including but not limited to,
the Company's Annual Report on Form 10-KSB for the year ended
December 31,1996 (the "Form 10-KSB") and all amendments to said
document (the "SEC Documents").  The SEC Documents were true and
correct in all material respects at the time filed with respect
to the periods covered thereby; and such reports, as amended,
supplemented, or updated by subsequent filings, are true and
correct as of the date so amended, supplemented or updated in all
material respects, do not contain any misstatement of a material
fact and do not omit to state a material fact or any fact
required to be stated therein or necessary to make the statements
contained therein not materially misleading with respect to the
periods covered thereby; and all amendments or supplements
thereto required to be filed under the federal securities laws
have been so filed.  The consolidated financial statements of the
Company included in the SEC Documents complied, when filed, with
the then-applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto, were
prepared in accordance with generally accepted accounting
principles applied on a consistent basis during the periods
involved (except as may have been indicated in the notes thereto
or, in the case of the unaudited statements, as permitted by Form
10-QSB promulgated by the SEC) and fairly presented (subject in
the case of the unaudited statements, to normal audit
adjustments) the financial position of the Company at the dates
thereof and the consolidated results of the operations and
statement of changes in financial position for the periods then
ended.  The Company has filed all documents and agreements that
were required to be filed as exhibits to the SEC Documents and
all such documents and agreements when filed were correct and
complete in all material respects.

          5.29 Related Party Transactions.  Except to the extent
described in the SEC Documents, no current principal shareholder
or current or former director, officer or employee of the Company
nor any "affiliate" (as defined in the rules and regulations
promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) of any such person, is currently, directly
or indirectly through his affiliation with any other person or
entity, a party to any transaction (other than as an employee,
consultant or shareholder) with the Company providing for the
furnishing of services by, or rental of real or personal property
from, or otherwise requiring cash payments from or to any such
person.

          5.30 Disclosure.  The representations or warranties
made by the Company in this Agreement or in any Schedule hereto
do not contain any untrue statement of a material fact or omit to
state any material fact necessary to make the statements herein
or therein, in light of the circumstances under which they are
made, not misleading in any material respect.  There is no fact
known to the Company that materially adversely affects or, other
than general economic conditions in the industry in which the
Company or the Subsidiaries operates, that the Company reasonably
believes will in the future materially adversely affect the
business, operations, affairs or condition, financial or
otherwise, of the Company or any of the Subsidiaries which has
not been set forth in this Agreement or in the SEC Documents.

          5.31 Survival of Representations and Warranties.  All
representations and warranties made by the Company in this
Agreement or pursuant hereto shall survive the date hereof and
the consummation of the transactions contemplated hereby.

     6.   Indemnification

          6.1  In addition to, and not in lieu of, any right or
remedy available to Rosen at law or in equity, the Company hereby
indemnifies and holds harmless Rosen against any losses, claims,
damages, expenses, liabilities (joint or several), assessments,
and any other charges (including without limitation reasonable
attorneys' fees, paralegal's fees, investigation expenses, court
costs, interest and penalties) arising out of or in connection
with, or caused by, directly or indirectly, any or all of the
following: (i) any misrepresentation, breach or failure of any
warranty or representation made by the Company in this Agreement
or schedules attached hereto; or (ii) any failure or refusal by
the Company to satisfy or perform any covenant or agreement in
this Agreement.  The Company will reimburse Rosen, promptly as
such expenses are incurred, for any legal or other expenses
reasonably incurred by him in connection with investigating or
defending any such loss, claim, damage, liability, action or
proceeding; provided, however, that the indemnity agreement
contained in this section shall not apply to amounts paid in
settlement of any such loss, claim, damage, expense, liability,
action or proceeding if such settlement is effected without the
consent of the Company, which consent shall not be unreasonably
withheld.

          6.2  Promptly after receipt by Rosen of notice of the
commencement of any action (including any governmental action),
Rosen shall, if a claim in respect thereof is to be made against
the Company under this section, deliver to the Company a written
notice of the commencement thereof and the Company shall have the
right to participate in and, to the extent the Company so
desires, to assume control of the defense thereof with counsel
mutually satisfactory to the Company and Rosen; provided,
however, that Rosen shall have the right to retain its own
counsel, with the fees and expenses to be paid by the Company,
if, in the reasonable opinion of counsel for Rosen,
representation of Rosen by the counsel retained by the Company
would be inappropriate due to actual or potential differing
interests between Rosen and any other party represented by such
counsel in such proceeding.  The failure to deliver written
notice to the Company within a reasonable time of the
commencement of any such action shall relieve the Company of any
liability to Rosen under this section only to the extent
prejudicial to its ability to defend such action, but the
omission so to deliver written notice to the Company shall not
relieve it of any liability that it may have to Rosen otherwise
than under this section.  The indemnification required by this
section shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, promptly as
such expense, loss, damage or liability is incurred.

          6.3  To the extent any indemnification by the Company
is prohibited or limited by law, or is otherwise unavailable to
or insufficient to hold harmless Rosen, the Company agrees to
make the maximum contribution with respect to any amounts for
which it would otherwise be liable under this section.  The
Company's obligation to indemnify Rosen pursuant to this section
shall survive the termination of this Agreement.


     7.   Registration Rights.

          7.1  Investment Representation.  Rosen hereby
represents and warrants that he shall acquire the Debenture for
purpose of investment and with no present intent to sell or
distribute the same.  Should he exercise the conversion privilege
contained therein, any securities of Borrower so acquired will be
with the same investment intent.

          7.2  Definitions.  The following constitute definitions
of certain of the terms used in this Article Seven:

               A.   "Act" means the Securities Act of 1933, as
amended.

               B.   "Commission" means the Securities and
Exchange Commission.

               C.   "Exchange Act" means the Securities Exchange
Act of 1934, as amended.

               D.   "Securities" shall mean the Debenture, any of
the shares of Common Stock issuable upon the conversion thereof,
the New Rosen Shares, Original Rosen Shares, the $1.00 Warrants,
the $5.00 Warrants and any shares of Common Stock issuable upon
exercise thereof.

          7.3  Restriction on Transfer.  Rosen shall not transfer
any Securities until he has first given written notice to Company
describing briefly the manner of any such proposed transfer and
until (i) the Company has received from Rosen's counsel an
opinion satisfactory to Company that such transfer can be made
without compliance with the registration provisions of the Act
and applicable state securities laws, and can be made pursuant to
an exemption therefrom, or (ii) Company and Rosen shall have
complied with Rule 144 promulgated under the Act (and in this
connection Company shall use its best efforts to so comply, upon
reasonable request of Rosen), or (iii) the Registration Statement
referenced in Section 7.4 below is filed by Company and declared
effective by the Commission.

          7.4  Registration Rights.

               7.4.1     Filing of Registration Statement.  The
Company shall file with the SEC and use its best efforts to cause
to be declared effective on or before September 30, 1997, a
registration statement on Form SB-2 (the "Registration
Statement") covering the Securities.

               7.4.2     Obligations of the Company.  In
connection with the filing of the Registration Statement, the
Company shall;

                              (i)  prepare and file with the SEC
such amendments (including post-effective amendments) and
supplements to the Registration Statement and the prospectus used
in connection with the Registration Statement and take such other
reasonable action as may be necessary to keep the Registration
Statement effective until the earlier of the (A) public sale of
the Securities or (B) the Securities becoming capable of public
sale without registration pursuant to Rule 144 under the Act and
to comply with the provisions of the Act and the Exchange Act,
and the rules and regulations thereunder, with respect to the
disposition of the Securities;

                              (ii)      notify Rosen, after
becoming aware thereof, (A) when the Registration Statement or
the prospectus included therein or any prospectus amendment or
supplement or post-effective amendment has been filed and, with
respect to the Registration Statement or any post-effective
amendment, when the same has become effective or (B) of any
request by the SEC for amendment of or supplement to the
Registration Statement or related prospectus or for additional
information;

                              (iii)     furnish promptly to Rosen
such reasonable number of copies of a prospectus, and all
amendments and supplements thereto, in conformity with the
requirements of the Act, and such other documents as Rosen may
reasonable request in order to facilitate the disposition of any
Securities;

                              (iv)      use its best efforts to
register and qualify the Securities under the securities or Blue
Sky laws of such states as shall be reasonably requested by
Rosen, and prepare and file in those states such amendments
(including post-effective amendments) and supplements and to take
such other actions as may be necessary to maintain such
registration and qualification in effect at all times during the
period the Company is required to maintain the Registration
Statement effective, and to take all other actions necessary or
advisable to enable the disposition of such securities in such
states.

                    (v)  notify Rosen, at any time when a
prospectus relating to the Securities is required to be delivered
under the Securities Act, of the happening of any event as a
result of which the prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not
misleading. The Company shall promptly amend or supplement the
Registration Statement to correct any such untrue statement or
omission, and provide Rosen with an amended or supplemented
prospectus with respect to the Securities that corrects such
untrue statement or omission.

               7.4.3     Rosen's Obligations.  It shall be a
condition precedent to the obligation of the Company to Rosen to
take any action pursuant to this Section 7.4 that Rosen shall
furnish to the Company such information regarding Rosen, the
Securities and other shares of the Company's Common Stock held by
Rosen and the intended method of disposition of such securities
as shall be reasonably required to effect the registration of the
Securities and shall execute such documents in connection with
such registration as the Company may reasonably request.

               7.4.4     Expenses of Registration.  All expenses
incurred by the Company in complying with this Section 7.4,
including, without limitation, registration and filing fees, fees
and expenses of complying with state securities and Blue Sky
laws, printing expenses, and fees and disbursements of the
Company's and Rosen's counsel and accountants, shall be paid by
the Company.

          7.5  Rule 144 Covenants.  With a view to making
available to Rosen the benefits of Rule 144 promulgated under the
Act and any other rule or regulation of the Commission which may
at any time permit Rosen to sell the Securities to the public
without registration, Company agrees (i) to file with the
Commission in a timely manner all reports and other documents
required to be filed by an issuer of securities registered under
the Exchange Act; (ii) at its expense, forthwith upon Rosen's
request, to deliver to Company a certificate, signed by Company's
principal financial officer, stating (A) Company's name, address
and telephone number (including area code), (B) Company's
Internal Revenue Service identification number, (C) Company's
Securities and Exchange Commission file number, (D) the number of
shares of Common Stock outstanding as shown by the most recent
report or statement published by Company, and (E) whether Company
has filed the reports required to be filed under the Exchange
Act,  for a period of at least 90 days prior to the date of such
certificate and in addition has filed the most recent annual
report required to be filed thereunder; and (iii) upon reasonable
satisfaction that Rule 144 is being complied with, to deliver
Securities not bearing the legend prescribed by Section 7.7, or
any other legend restricting transfer, for such Securities as may
be requested from time to time by Rosen to be held for delivery
to a purchaser or purchasers in a sale or sales pursuant to Rule
144.

          7.6  Registration Indemnification.

               7.6.1     Indemnification by Company.  In the
event of any registration or Regulation A offering of any
Securities pursuant to this Article 7, the Company will indemnify
and hold harmless Rosen and his agents and personal
representatives ("Rosen Indemnified Persons") against any losses,
claims, damages, expenses (including reasonable attorneys' fees),
or liabilities (or actions in respect thereof) under the Act or
otherwise, which arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact
contained in any such registration statement, any preliminary
prospectus or final prospectus contained therein, or in any
notification statement or offering circular, or any amendment or
supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading; and will reimburse any such Rosen
Indemnified Person for any legal or other expenses reasonably
incurred by such Rosen Indemnified Person in connection with
investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not
be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or
alleged omission made in said registration statement, said
preliminary prospectus, or said prospectus, or in any offering
circular, or any said amendment or supplement, in reliance upon
and in conformity with written information furnished by Rosen or
his agents for use in the preparation thereof.

               7.6.2     Indemnification by Rosen.  Rosen will
indemnify and hold harmless the Company, each of its directors,
each of its officers who has signed any such registration
statement, such person(s), if any, who controls the Company
within the meaning of the Act, and their respective agents and
employees ("Company Indemnified Persons"), against any losses,
claims, damages or liabilities to which Company or any such
Company Indemnified Person may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon
any untrue or alleged untrue statement of any material fact
contained in said registration statement, said preliminary
prospectus, said prospectus, said offering circular, or said
amendment or supplement thereto, or arise out of or are based
upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made
in said registration statement, said preliminary prospectus, said
prospectus, said offering circular, or said amendment or
supplement, in reliance upon and in conformity with written
information furnished by Rosen or his agents for use in the
preparation thereof; and will reimburse any legal or other
expenses reasonably incurred by the Company or any such Company
Indemnified Person in connection with investigating or defending
any such loss, claim, damage, liability or action.

               7.6.3     Notice of Action.  Promptly after
receipt by an indemnified party under this Section 7.6 of notice
of the commencement of any action, such indemnified party will,
if a claim in respect thereof is to be made against an
indemnifying party under this Section 7.6 notify the indemnifying
party of the commencement thereof; but the omission so to notify
the indemnifying party will not relieve it from any liability
which it may have to any indemnified party otherwise than under
this Section 7.6.

               7.6.4     Control of Proceedings.  In case any
such action is brought against any indemnified party, and it
notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate in, and, to
the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party.  In the event the
indemnifying party gives notice to the indemnified party of its
election so to assume the defense thereof, the indemnifying party
will not be liable to such indemnified party under this Section
7.6.4 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof
subsequent to the date of such notice other than reasonable costs
of investigation.

          7.7  Legend.  Any certificate representing Securities
shall be stamped with a suitable endorsement to the effect that
said Securities are subject to the terms and conditions of this
Article 7 and stating that said terms and conditions are fully
set forth in Article 7, a copy of which is on file and available
for the inspection at the main office of the Company.

     8.   Release of Shares from Escrow.  Upon execution of this
Agreement, the 121,212 shares of Common Stock ("Original Rosen
Shares") previously issued to Rosen and held in escrow pursuant
to the terms of that certain Claims Escrow Agreement dated
February 23, 1996, by and among the Company, Rosen and J. Bennett
Grocock, P.A., will be released from such escrow and delivered to
Rosen.  The Company shall bear all costs and expenses incurred or
associated with release and delivery to Rosen of the Original
Rosen Shares.

     9.   Restructuring of Management of the Company.  The
management of the Company shall be restructured as set forth in
this Article 9.

          9.1  Composition of Board of Directors of Company.
Promptly following the execution of this Agreement, the Board of
Directors of the Company ("Board") shall amend the bylaws of the
Company to provide that the Board shall consist of no more than
five (5) members.  The Company shall cause the Board to be
restructured as follows:

               (a)  Fernand L. Duquette shall resign from the
Board immediately.

               (b)  the Company shall nominate Alan Flood for
election as a Board member in the Proxy Statement; and

               (c)  the Company shall elect two (2) individuals
designated by Rosen as members of the Board as soon as such
persons have been designated.  Rosen shall retain the right to
designate two directors until such time as the Indebtedness has
been paid in full or has been converted to Common Stock.

          9.2  Executive Officers.  Fernand L. Duquette shall
resign  as Chief Executive Officer of the Company immediately.
The Board shall appoint Melvin Rosen as interim President/CEO.

     10.  Modification of Trust.  The Tel-Com-Rosen Trust dated
February 22, 1996, by and between the Company and Rosen will be
modified appropriately to reflect the terms set forth in this
Agreement as more fully set forth in Exhibit B attached hereto.
The Company shall pay any accrued and unpaid Trustee's fees under
the Tel-Com Rosen Trust, and will pay future Trustee's fees as
they accrue until the Debenture is paid in full or converted into
Common Stock in accordance with its terms.

     11.  Rosen's Attorneys' Fees.  The Company will reimburse
Rosen for the reasonable, documented attorneys' fees incurred by
Rosen ("Rosen's Attorney's Fees") in connection with negotiating
or preparing this Agreement and any ancillary documents entered
into by the parties in connection with the restructuring of the
Indebtedness as soon as the Company has sufficient funds
available for such purpose.  If Rosen pays Rosen's Attorney's
Fees directly, then the amount of such payment shall constitute
an account payable of the Company to Rosen or Rosen may include
the amount of Rosen's Attorneys' Fees as part of the principal
amount of the Debenture, in which event the Debenture shall be
modified appropriately.

     12.  [Intentionally Omitted]

     13.  Release of Claims.  The Company shall execute and
deliver the release benefiting Rosen attached hereto as Exhibit
E.

     14.  Continuing Security.  The obligation of the Company
under the Debenture shall continue to be secured pursuant to the
Tel-Com Rosen Trust, as amended pursuant to Article 10.

     15.  Consulting Agreement.  Upon execution of this
Agreement, the Company and Rosen Media and Marketing, Inc., shall
enter into the Consulting Agreement in substantially the form
attached hereto as Exhibit F.

     16.  Review and Control of Expenses.  Until such time as the
management of the Company is restructured as provided for in
Article 9, the Company shall review its ongoing overhead
expenses, particularly those expenses relating to the operation
of its Daytona Beach, Florida office, and shall use its best
efforts to minimize such expenses.  Regular reports shall be
provided to Rosen.

     17.  Binding Effect.  This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors or
assigns.

     18.  Notices.  Any and all notices, designations, consents,
offers, acceptances, or any other communication provided for
herein shall be in writing, shall be deemed given upon receipt,
and shall be made by express delivery service, registered or
certified mail, or fax transmission (followed up by original by
certified mail), which shall be addressed to the parties at the
following addresses:

          If to the Company:       Tel-Com Wireless Cable TV
Corporation
                              501 N. Grandview Avenue, Suite
                              Daytona Beach, FL  32118
                              Facsimile:  (904) 226-1250
                              Attention: President

          If to Rosen              Mr. Melvin Rosen
                              930 N. E. 176th Street
                              Miami, FL 33162
                              Facsimile: (305) 944-1433

     Any party may change its address for purposes of this
paragraph by giving notice as provided herein.

     19.  Waiver or Modification.  No waiver or modification of
this Agreement or of any covenant, condition or limitation herein
contained shall be valid unless in writing and duly executed by
the party to be charged therewith.  Furthermore, no evidence of
any waiver or modification shall be offered or received in
evidence in any proceedings, arbitration, or litigation between
the parties arising out of or affecting this Agreement, or the
rights or obligations of any party hereunder, unless such waiver
or modification is in writing and duly executed as aforesaid.
The provisions of this paragraph may not be waived except as
herein set forth.

     20.  Multiple Copies or Counterparts of Agreement.  The
original and one or more copies of this Agreement may be executed
by one or more of the parties hereto.  In such event, all of such
executed copies shall have the same force and effect as the
executed original, and all of such counterparts, taken together,
shall have the effect of a fully executed original.

     21.  Applicable Law and Venue.  This Agreement shall be
construed and regulated under and by the laws of the State of
Florida, without reference to Florida's choice of law decisions,
and any action brought to enforce or interpret this Agreement
shall be brought only in the federal or state court having
competent jurisdiction and sitting in Dade County, Florida.

     22.  Legal Fees.  In the event any litigation or arbitration
arises out of or in connection with this Agreement, and such
litigation or arbitration results in a final judgment in favor of
such party ("Prevailing Party"), the Prevailing Party in such
litigation or arbitration shall receive from the other party all
of its court costs and legal expenses, including reasonable
attorneys' fees, incurred in any such litigation or arbitration,
including those associated with appellate, and post-judgment
collection proceedings.

     23.  Further Assurances.  The parties hereto will execute
and deliver such further instruments and do such further acts and
things as may be reasonably required to carry out the intent and
purposes of this Agreement.

     24.  Provisions Severable.  This Agreement is intended to be
performed in accordance with, and only to the extent permitted
by, all applicable laws, ordinances, rules and regulations of the
jurisdiction(s) in which the parties to business.  If any
provision of this Agreement, or the application thereof to any
person or circumstances shall, for any reason or to any extent,
be invalid or unenforceable, the remainder of this Agreement and
the application of such provision to either persons or
circumstances shall not be affected thereby, but rather shall be
enforced to the greatest extent permitted by law.

     25.  Incorporation by Reference.  All Schedules together
with the Debenture, Amendment to Tel-Com Rosen Trust, and Release
are incorporated hereby by reference.

     26.  Exculpatory Clause.  Nothing contained in this
Agreement or any Exhibits hereto shall be deemed to obligate
personally, or to constitute the agreement or covenant of, any
officer of the Company signing such documents on the Company's
behalf, and Rosen hereby expressly waives any claims or causes of
action based on this Agreement or any of the Exhibits hereto
against any such individuals who act in such capacity.

            [Signatures contained on following page]



     The parties have executed this Agreement as of the day and
year first above written.


                                       "COMPANY"

                              Tel-Com Wireless Cable TV
Corporation


                              By:  /s/Fernand L. Duquette
                              Name:     Fernand L. Duquette
                              Title:    President


                                        "ROSEN"


                                   /s/Melvin Rosen
                                   Melvin Rosen


                           EXHIBIT 2.2

THE  SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), THE  FLORIDA
SECURITIES  AND  INVESTOR  PROTECTION ACT,  OR  ANY  OTHER  STATE
SECURITIES  LAWS.   THE SECURITIES REPRESENTED HEREBY  HAVE  BEEN
ACQUIRED PURSUANT TO AN INVESTMENT REPRESENTATION ON THE PART  OF
THE  HOLDER  HEREOF AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED,
DONATED,   OR   OTHERWISE  TRANSFERRED,  WHETHER   OR   NOT   FOR
CONSIDERATION,  BY  THE  HOLDER IN THE ABSENCE  OF  AN  EFFECTIVE
REGISTRATION  STATEMENT UNDER THE ACT AND  ALL  APPLICABLE  STATE
SECURITIES AND/OR INVESTOR PROTECTION LAWS OR THE ISSUANCE TO THE
COMPANY  OF  A FAVORABLE OPINION OF COUNSEL OR THE SUBMISSION  TO
THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO SUCH
COUNSEL,  IN EITHER CASE TO THE EFFECT THAT REGISTRATION  IS  NOT
REQUIRED UNDER THE ACT AND THAT ANY SUCH TRANSFER SHALL NOT BE IN
VIOLATION OF THE ACT AND APPLICABLE STATE SECURITIES LAWS.
                                
                  SECURED CONVERTIBLE DEBENTURE


     FOR VALUE RECEIVED, TEL-COM WIRELESS CABLE TV CORPORATION, a
Florida  corporation  (hereinafter  called  "Borrower"),   hereby
promises  to pay to MELVIN ROSEN    (herein called the "Holder"),
or  order, the principal sum of Two Million  Dollars ($2,000,000)
("Principal") and to pay interest thereon at the rate  of  twelve
percent  (12%) per annum from the date hereof until the  Maturity
Date  (as  defined  herein), said rate  of  interest  subject  to
adjustment pursuant to Article One below.  Interest at  the  rate
of  (i)  seven  percent (7%) per annum shall be paid  monthly  in
arrears  commencing on June 1, 1997, and continuing on the  first
day  of  each  consecutive  month  thereafter  until  the  entire
Principal balance has been paid in full, and (ii) interest at the
rate of five percent (5%) shall accrue and be payable in full  on
the  Maturity  Date.  All unpaid Principal and interest  together
with all other amounts due hereunder shall become due and payable
on  May  19, 1998 ("Maturity Date"), subject to extension by  the
Borrower or the Holder as provided in Article One below.

      The Principal amount is subject to adjustment within thirty
(30)  days of the date hereof to add thereto an amount  equal  to
certain accrued interest, attorneys' fees, and trustees' fees  as
set  forth in that certain Debt Restructuring Agreement  of  even
date   herewith   between   Borrower  and   Holder   (the   "Debt
Restructuring Agreement").

     All amounts due hereunder are payable in lawful money of the
United  States  of  America at 930 N.  E.  176th  Street,  Miami,
Florida 33162.

                           ARTICLE ONE
                            EXTENSION


      1.1   Optional  Extension by the Borrower.  Borrower  shall
have  the  right  and  option to extend the  Maturity  Date  with
respect  to  One  Million  Dollars of  the  Principal  ("Extended
Amount")  for  an  additional period not to  exceed  twelve  (12)
months (such extended Maturity Date being hereinafter referred to
as  the  "Extended  Maturity Date") by providing  Holder  written
notice  of exercise of such extension right not less than  thirty
(30)  days  prior to the Maturity Date.  As an express  condition
precedent  to  the  extension of the Maturity  Date  as  to  such
Principal  amount, all accrued interest up to the Maturity  Date,
together with all Principal other than the Extended Amount,  must
be  paid  in full on or before the Maturity Date.  Commencing  on
the  first  day  immediately  following  the  Maturity  Date  and
continuing  to the Extended Maturity Date, interest shall  accrue
on  the Extended Amount at the rate of fifteen percent (15%)  per
annum,  of  which interest (i) at the rate of eight percent  (8%)
per  annum shall be due and payable monthly in arrears commencing
on  the first day of the second full month following the Maturity
Date  and  continuing on the first day of each consecutive  month
thereafter  until the entire Principal balance has been  paid  in
full, and (ii) at the rate of seven percent (7%) shall accrue and
be due and payable in full on the Extended Maturity Date.

      1.2   Optional Extension by the Holder.  Holder shall  have
the  right  and  option, but not the obligation,  to  extend  the
Maturity Date of the entire balance of Principal then outstanding
to  the Extended Maturity Date by providing Holder written notice
of  exercise of such extension right on or before the last day of
the  sixth  (6th)  month after the date of  this  Debenture.   If
Holder  exercises its option to extend the Maturity Date  as  set
forth  in  Section  1.2,  then,  commencing  on  the  first   day
immediately  following the Maturity Date and  continuing  to  the
Extended Maturity Date, interest shall accrue (a) one-half  (1/2)
of the then outstanding Principal amount of this Debenture at the
rate of fifteen percent (15%) per annum, of which interest (i) at
the rate of eight percent (8%) per annum shall be due and payable
monthly in arrears commencing on the first day of the second full
month following the Maturity Date and continuing on the first day
of  each  consecutive month thereafter until the entire Principal
balance  has  been paid in full, and (ii) at the  rate  of  seven
percent (7%) shall accrue and be due and payable in full  on  the
Extended  Maturity Date, and (b) on the remaining one-half  (1/2)
of the then outstanding Principal amount of this Debenture at the
rate of twelve percent (12%) per annum, of which interest (i)  at
the rate of seven percent (7%) per annum shall be due and payable
monthly in arrears commencing on the first day of the second full
month following the Maturity Date and continuing on the first day
of  each  consecutive month thereafter until the entire Principal
balance  has  been  paid in full, and (ii) at the  rate  of  five
percent (5%) shall accrue and be due and payable in full  on  the
Extended Maturity Date.

                           ARTICLE TWO
                           PREPAYMENT

      2.1  Prepayment.  The Principal amount shall not be subject
to  prepayment, in whole or in part, at any time during the first
180  days  after  the date of this Debenture  without  the  prior
written  approval of Holder.  Commencing on the 181st  day  after
the  date  of this Debenture, on at least sixty (60) days'  prior
written  notice  to  Holder, Borrower, at  its  option,   without
penalty or premium, may prepay all, and not less than all, of the
Principal  amount then outstanding plus interest due and  payable
as  of  the  prepayment  date.  The notice  of  prepayment  shall
include a description of the source of funding for the prepayment
amount.   In the event of the exercise of the optional  extension
of  the  Extended  Amount by Borrower pursuant  to  Section  1.1,
Borrower  shall have no right to prepay the Extended  Amount  for
the first 180 days after the Maturity Date.


                          ARTICLE THREE
                 CONVERSION AND PURCHASE RIGHTS

     3.1  Conversion Right.

           3.1.1      Conversion Right and Procedure.  The Holder
of  this  Debenture shall have the right from and after the  date
hereof  and  at any time on or prior to payment in  full  by  the
Borrower,  by giving Borrower proper notice of intent to  convert
as  provided herein, to convert all or any portion of the sum  of
all  amounts then outstanding and owed to the Holder pursuant  to
this Debenture (including the Principal balance then outstanding,
all  accrued  but  unpaid interest, and  any  other  amounts  due
hereunder)  up  to the maximum allowed using the conversion  rate
set  forth  in this Section 3.1 into fully paid and nonassessable
shares  of  common stock of Borrower, per value $.001  par  share
("Common  Stock").   Notice  of  intention  to  convert  must  be
delivered to the Company at least thirty (30) days prior  to  the
applicable   conversion   date.   Upon  the   surrender   hereof,
accompanied  by  such  Holder's written request  for  conversion,
Borrower,  within thirty (30) days of receipt of Holder's  notice
of  conversion  pursuant to this Article  Three,  shall  pay  all
interest  accrued hereon to the date of conversion (if Holder  is
not  including  such  amounts of accrued interest  in  the  total
amount  for  which conversion is being exercised) and  issue  and
deliver  to Holder certificates evidencing such shares of  Common
Stock  as  hereinafter set forth.  If a portion of this Debenture
is  converted, Borrower shall deliver to the Holder a certificate
for  the  proper number of shares of Common Stock for the portion
converted and a new Debenture in the form hereof for the  balance
of the Principal amount hereof.  Upon transfer of this Debenture,
the  then-unexercised conversion or purchase right set  forth  in
this Article Three shall inure to the transferee(s) in proportion
to  their respective interests, or as Holder shall allocate  said
conversion or purchase right.

           3.1.2     Conversion Rate.  Subject to readjustment as
provided  in  Section 3.2 hereof, the conversion  rate  or  price
("Conversion Price") at which Holder shall be entitled to convert
the  entire sum of the indebtedness represented by this Debenture
into  shares  of Capital Stock shall be an amount  equal  to  the
lesser of (i) $0.50 per share, or (ii) a per share price equal to
the  average of the closing "bid" prices of the Borrower's Common
Stock quoted on NASDAQ for the five (5) consecutive trading  days
immediately prior to the date of conversion.

      3.2   Adjustment of Conversion Terms.  The Conversion Price
and  number  of  shares  to be issued upon conversion  determined
pursuant to Section 3.1 shall be subject to adjustment from  time
to   time  upon  the  happening  of  certain  events  while  this
conversion or purchase right remains outstanding, as set forth in
this Section 3.2.

          3.2.1     Merger, Sale of Assets, etc.  If the Borrower
at  any  time  shall consolidate with or merge into  or  sell  or
convey  all  or  substantially all  its  assets  to  any  person,
corporation,   or   other  entity,  then  this  Debenture   shall
thereafter evidence the right to purchase such number and kind of
securities   and  property  as  would  have  been   issuable   or
distributable on account of such consolidation, merger,  sale  or
conveyance.   Upon or with respect to the securities  subject  to
the  conversion  or  purchase right  immediately  prior  to  such
consolidation,   merger,  sale  or  conveyance,   the   foregoing
provision shall similarly apply to successive transactions  of  a
similar  nature  by  any  such successor or  purchaser.   Without
limiting  the  generality  of  the  foregoing,  the  antidilution
provisions  of  this Debenture shall apply to such securities  of
such successor or purchaser after any such consolidation, merger,
sale or conveyance.

           3.2.2      Reclassification, etc.  If the Borrower  at
any  time  shall, by subdivision, combination or reclassification
of  securities  or otherwise, change any of the  securities  then
purchasable upon the exercise of the conversion or purchase right
contained  in this Debenture into the same or a different  number
of  securities of any class or classes, then this Debenture shall
thereafter evidence the right to purchase such number and kind of
securities  as  would have been issuable as the  result  of  such
change  with respect to the securities which were subject to  the
conversion   or   purchase  right  immediately  prior   to   such
subdivision, combination, reclassification or other  change.   If
shares  of Common Stock are subdivided or combined into a greater
or  smaller number of shares of Common Stock, then the Conversion
Price shall be proportionately reduced in case of subdivision  of
shares or proportionately increased in the case of combination of
shares, both cases by the ratio which the total number of  shares
of  Common  Stock to be outstanding immediately after such  event
bears  to  the total number of shares of Common Stock outstanding
immediately prior to such event.

           3.2.3     Share Issuance.  If the Borrower at any time
shall issue and sell or otherwise distribute any shares of Common
stock  (otherwise  than  as provided in Section  3.2.2  above  or
pursuant to the grant of an option under the Company's 1995 Stock
Option  Plan,  or pursuant to options or warrants outstanding  on
the  date  of this Debenture) at a price per share less than  the
Conversion Price in effect at the time of such issue, or  without
consideration, then, and thereafter successively upon  each  such
issue,  the  Conversion Price shall be adjusted as  follows:  the
number of shares of Common Stock outstanding immediately prior to
such  issue shall be multiplied by the Conversion Price in effect
at the time of such issue and there shall be added to the product
so  obtained the aggregate consideration, if any, received by the
Borrower  upon  such issue of additional shares of Common  Stock.
The  sum so obtained shall be divided by the number of shares  of
Common  Stock outstanding immediately after such issue,  and  the
resulting  quotient  shall  be  the  adjusted  Conversion  Price.
Adjusted Conversion Prices shall in all cases be computed to  the
nearest  even  cent.   The  number  of  shares  of  Common  Stock
purchasable upon exercise of this Debenture shall be adjusted  as
follows:  the number of shares originally specified herein  shall
be  multiplied  by  the  Conversion  Price  originally  specified
herein,  and  the  resulting product  shall  be  divided  by  the
adjusted  Conversion Price determined as provided above  in  this
Section  3.2.3.  The  resulting quotient shall  be  the  adjusted
number  of shares purchasable hereunder and shall be computed  to
the  nearest  1/100th  of one share.  For the  purposes  of  this
Section 3.2.3, the following provisions shall be applicable:

                (a)   In  the case of the issuance of  additional
shares  of  Common Stock for cash, the consideration received  by
the  Borrower  therefor shall be deemed to be the  cash  proceeds
received  by  the Borrower for such shares before  deducting  any
commissions  or other expenses paid or incurred by  the  Borrower
for  any  underwriting of, or otherwise in connection  with,  the
issuance of such shares.

                (b)  In case of the issuance (otherwise than upon
conversion or exchange of obligations or shares of stock  of  the
Borrower)   of   additional  shares  of  Common   Stock   for   a
consideration other than cash or a consideration a part of  which
shall  be  other  than  cash received by the  Borrower  for  such
shares, the amount received by the Borrower shall be deemed to be
the  value of such consideration as determined reasonably and  in
good faith by the Board of Directors of the Borrower.

               (c)  In case of the issuance by the Borrower after
the  date  hereof  of (i) any Security that is  convertible  into
shares  of  Common  Stock of the Borrower,  (ii)  any  rights  or
options  to  purchase Common Stock of the Borrower, the  Borrower
shall  be  deemed to have issued the maximum number of shares  of
Common  Stock  into  which  such  convertible  security  may   be
converted,  and  the  maximum number of shares  of  Common  Stock
deliverable  on  the  exercise of such rights  options,  for  the
consideration  received  by  the Borrower  for  such  convertible
security  or for such rights or options (plus the amount  of  any
underwriting discount), as the case may be, and before  deducting
therefrom  any expenses or commissions incurred or  paid  by  the
Borrower  for  any  underwriting of, or otherwise  in  connection
with,  the  issuance of such convertible security  or  rights  or
options, plus (i) any consideration or adjustment payment  to  be
received  by the Borrower in connection with such conversion  and
(ii) the minimum consideration to be received by the Borrower for
the  Common  Stock  issuable upon the  exercise  of  such  rights
options.  No further adjustment of the Conversion Price shall  be
made  as a result of the actual issuance of the shares of  Common
Stock of the Borrower upon conversion of any convertible security
exercise  of  any rights or options referred in this  clause  (c)
except  that  on  the  exercise of  the  right  to  convert  such
convertible security or exercise of said right or option,  or  on
termination  or expiration of such rights, options or  conversion
rights, the Conversion Price hereunder will be readjusted to such
as  would  have  been obtained had the adjustment made  upon  the
issuance  of  such convertible security or upon the  issuance  of
such  rights or options been made on the basis of (i) the  number
of  shares  of Common Stock actually issued on the conversion  of
such  convertible  security or on the  exercise  of  such  rights
options,  and  (ii) the consideration actually  received  by  the
Borrower upon such conversion or exercise; provided that no  such
readjustment  shall  affect conversions or  purchases  previously
made pursuant to this Article Three.

                (d)   For  the  purposes hereof,  any  additional
shares of Common Stock issued as a stock dividend shall be deemed
to have been issued for no consideration.

                (e)  The number of shares of Common Stock at  any
time  outstanding shall exclude all shares then owned or held  by
or for the account of the Borrower.

                (f)   Shares reserved as of the date  hereof  for
issue  upon  the exercise of outstanding stock options,  warrants
and rights to the extent disclosed in Section 4.9 shall be deemed
to  be  issued at a price per share equal to the Conversion Price
or adjusted Conversion Price in effect at the date of issue.

      3.3   Cash Distributions.  No adjustment on account of cash
dividends  or  interest  on  Common  Stock  or  other  securities
purchasable hereunder will be made to the Conversion Price.

      3.4   Fractional  Shares.  No fractional shares  of  Common
Stock  will  be  issued  in connection  with  any  conversion  or
purchase  hereunder.  In lieu of such fractional shares, Borrower
shall  make  a  cash  payment therefor  upon  the  basis  of  the
Conversion Price then in effect.

     3.5  Authorized Shares.  Borrower covenants that, during the
period  the  conversion or purchase right exists,  Borrower  will
reserve   from  its  authorized  and  unissued  Common  Stock   a
sufficient number of shares to provide for the issuance of Common
Stock  upon  the  conversion of this Debenture.  Borrower  agrees
that  its  issuance  of  this  Debenture  shall  constitute  full
authority  to  its  officers who are charged  with  the  duty  of
executing  stock certificates to execute and issue the  necessary
certificates  for shares of Common Stock upon the  conversion  of
this Debenture or purchase of shares pursuant hereto.

     3.6  Purchase Right.  Notwithstanding any partial payment of
the Principal of this Debenture, the conversion right or right to
purchase  securities  as set forth in this  Article  Three  shall
continue  with  respect  to such unpaid  Principal,  adjusted  as
provided  in  this Article Three, until payment in full  of  this
Debenture.


                          ARTICLE FOUR
                 REPRESENTATIONS AND WARRANTIES

       Borrower   represents   and   warrants   to   Holder   the
Representations   and   Warranties  set   forth   in   the   Debt
Restructuring Agreement.


                          ARTICLE FIVE
                     BORROWER'S AFFIRMATIVE
                            COVENANTS

      Borrower agrees that, until this Debenture is paid in full,
Borrower  (and  each  Subsidiary of Borrower unless  the  context
otherwise requires) will:

     5.1  Maintain Corporate Rights and Facilities.  Maintain and
preserve  its corporate existence and all rights, franchises  and
other  authority  adequate  for  the  conduct  of  its  business;
maintain  its properties, equipment and facilities in good  order
and  repair and conduct its business in an orderly manner without
voluntary interruption.

       5.2    Maintain  Insurance.   Maintain  public  liability,
property   damage  and  workmen's  compensation   insurance   and
insurance  on all its insurable property against fire  and  other
hazards with responsible insurance carriers to the extent usually
maintained by companies in the same business.

      5.3   Pay  Taxes and Other Liabilities.  Pay and discharge,
before  the  same  become delinquent and before penalties  accrue
thereon, all taxes, assessments and governmental charges upon  or
against  it or any of its properties, and all its other  material
liabilities  at any time existing, except to the  extent  and  so
long  as: (i) the same are being contested in good faith  and  by
appropriate  proceedings  in such manner  as  not  to  cause  any
materially  adverse effect upon its financial  condition  or  the
loss  of  any  right of redemption from any sale thereunder;  and
(ii) it shall have set aside on its books reserves (segregated to
the  extent required by sound accounting practice) deemed  by  it
adequate  with respect thereto; and pay all governmental  charges
or taxes at any time payable or ruled to be payable in respect of
any existing or hereafter enacted federal or state statute.

      5.4   Records and Reports.  Maintain a standard  system  of
accounting  in  accordance  with  generally  accepted  accounting
principles  and on a consistent basis; and permit representatives
of  Holder, as long as it holds this Debenture, or any securities
acquired upon conversion of this Debenture, to have access to and
to  examine  its properties, books and records at all  reasonable
times; furnish Holder, as long as it holds this Debenture or  any
securities acquired upon conversion of this Debenture:

           (a)   as  soon  as available, and in any event  within
forty-five  (45)  days  after  the  close  of  each  quarter,   a
consolidated balance sheet of Borrower and subsidiaries as of the
end  of such quarter and a consolidated profit and loss statement
for  the  portion of Borrower's fiscal year ending with the  last
day  of  such  quarter,  all in reasonable detail,  prepared  and
certified  by  an  authorized financial officer  of  Borrower  as
fairly presenting the financial condition as of the balance sheet
date  and  results  of operations for the period  then  ended  in
accordance  with  generally accepted accounting principles  on  a
basis consistently applied;

           (b)   as  soon  as available, and in any event  within
ninety (90) days after the close of each fiscal year of Borrower,
a  certificate  in  a form satisfactory to Holder  of  the  chief
executive   officer  of  Borrower,  stating  that  Borrower   has
performed and observed each and every covenant contained in  this
Debenture  to  be performed by it and that no event has  occurred
and  no  condition  then  exists which constitutes  an  Event  of
Default  hereunder or would constitute such an Event  of  Default
upon the lapse of time or upon the giving of notice and the lapse
of  time specified herein; or, if any such event has occurred  or
any such condition exists, specifying the nature thereof;

           (c)   promptly after the receipt thereof by  Borrower,
copies  of  any detailed audit reports submitted to  Borrower  by
independent accountants in connection with each annual or interim
audit of the accounts of Borrower made by such accountants;

           (d)  promptly after the same are available, copies  of
proxy  statements, financial statements and reports  as  Borrower
shall  send to its stockholders, and copies of all reports  which
Borrower may file with the Securities and Exchange Commission  or
any governmental authority at any time substituted thereof;

           (e)   such information concerning Borrower as  may  be
reasonably requested by Holder for the purpose of enabling Holder
to  file such forms and reports as Holder may be required to file
with regulatory agencies or governmental authorities; and

           (f)  such other information relating to the affairs of
Borrower as Holder reasonably may request from time to time.

     5.5  Notice of Litigation and Disputes.  Promptly notify the
Holder  of  any  suits  or  litigation  instituted  against   the
Borrower,  or disputes that have a high probability of  resulting
in a suit of material significance against the Borrower.

      5.6   Notice  of Default.  Promptly notify  the  Holder  in
writing of the occurrence of any Event of Default hereunder or of
any  event which would become an Event of Default hereunder  upon
the lapse of time specified in this Debenture.

      5.7  Conduct of Business.  Conduct the business of Borrower
in  accordance  with all applicable provisions of Federal,  State
and Local Law, including but not limited to ERISA.

      5.8   Election of Directors.  Holder shall be  entitled  to
designate two (2) members to Borrower's Board of Directors, which
members   Holder  may  remove  or  replace  at  its   discretion.
Borrower's  Board  of  Directors shall act promptly  to  appoint,
remove,  or  replace  Holder's designees  and,  with  respect  to
Borrower's annual meeting of shareholders, shall include Holder's
designees as nominees for director in any proxy statement.

      5.9   Directors' Meetings.  Hold meetings of the  Board  of
Directors  of  the  Borrower no less frequently  than  once  each
quarter; give Holder not less than three (3) days prior notice of
the   time  and  place  of  each  such  meeting  and  permit  one
representative of the Holder of the Debenture to attend the same.

      5.10 Registration Rights; Required Filings.  Perform all of
its  obligations  under  Article  7  of  the  Debt  Restructuring
Agreement.


                           ARTICLE SIX
                  BORROWER'S NEGATIVE COVENANTS

      Borrower  agrees  that,  until this  Debenture  is  repaid,
Borrower  (and  each  subsidiary of Borrower unless  the  contest
otherwise  requires)  will  not, without  the  prior  consent  of
Holder, which consent shall not be unreasonably withheld:

      6.1   Changes  in  Type of Business.  Make any  substantial
change in the character of its business.

      6.2  Outside Indebtedness.  Create, incur, assume or permit
to exist any material indebtedness for borrowed moneys other than
indebtedness evidenced by the Debenture, indebtedness  to  Banks,
and  indebtedness  secured by security  interests  in  Borrower's
equipment for the purchase of such equipment in an amount not  in
excess  of  $20,000 for each individual item and $50,000  in  the
aggregate incurred within any twelve month period.

      6.3   Liens and Encumbrances.  Create, incur or assume  any
material  mortgage, pledge, encumbrance, lien or  charge  of  any
kind  (including  the  charge  upon  the  property  at  any  time
purchased  or  acquired under conditional  sale  or  other  title
retention  agreement) upon any property or other asset now  owned
or  hereafter acquired by it, other than liens for current  taxes
not   delinquent  and  security  interests  and  liens   securing
indebtedness permitted under Section 6.2.

      6.4   Loans, Investments, Secondary Liabilities.  Make  any
loans or advances to any person or other entity other than in the
ordinary  and normal course of its business as now conducted,  or
make  any  investment in the securities of any  person  or  other
entity  other than the United States Government; or guarantee  or
otherwise  become  liable upon the obligation of  any  person  or
other entity, except by endorsement of negotiable instruments for
deposit  or collection in the ordinary and normal course  of  its
business,  and  except for guarantees and similar liabilities  by
Borrower  on  behalf  of any subsidiary of  Borrower  or  by  any
subsidiary  on  behalf  of Borrower or any  other  subsidiary  of
Borrower,  provided  such  guarantees  are  brought  to  Holder's
attention  when granted, and such guarantees are for indebtedness
which is consolidated and included in determination of compliance
with Sections 5.4 and 6.2.

       6.5    Acquisition   or  Sale  of  Business;   Merger   or
Consolidation.   Purchase  or otherwise  acquire  the  assets  or
business  of any person or other entity; or liquidate,  dissolve,
merge  or  consolidate, or commence any proceedings therefor;  or
sell  any assets except in the ordinary and normal course of  its
business as now conducted; or sell, lease, assign or transfer any
substantial part of its business or fixed assets, or any property
or  other assets necessary for the continuance of its business as
now  conducted, including without limitation the selling  of  any
property  or other asset accompanied by the leasing back  of  the
same.

     6.6  Issuance of Shares, Dividends, Stock Payments.  Declare
or  pay  any dividend or make or authorize any other distribution
on  its  capital  stock now outstanding or hereafter  issued;  or
purchase  or  otherwise acquire or redeem or retire any  of  such
stock;  or issue or authorize the issuance of any such  stock  of
any   kind  or  class  except  as  required  to  meet  Borrower's
obligations  under  the  Debenture  and  under  the   plans   and
agreements for which shares are reserved as set forth in  Section
4.9;    or   reclassify   or   subdivide,   or   authorize    the
reclassification or subdividing of, any such stock.

     6.7  By-Laws. Amend its corporate Bylaws.


                          ARTICLE SEVEN
                        EVENTS OF DEFAULT

      The  occurrence of any of the following events  of  default
shall,  at  the  option of the Holder hereof, make  all  sums  of
Principal and interest then remaining unpaid hereon and all other
amounts  payable  hereunder  immediately  due  and  payable,  all
without  demand, presentment, or notice, all of which hereby  are
expressly waived:

      7.1   Failure  to  Pay Principal or Interest.   Failure  of
Borrower  to pay any installment of Principal or interest  hereon
when  due  and  continuance thereof for  a  period  of  ten  (10)
business days after written notice to Borrower from Holder.

      7.2   Breach of Covenant.  The breach of any other covenant
or  other  term  or  condition  of this  Debenture  or  the  Debt
Restructuring Agreement and continuance thereof for a  period  of
thirty (30) days after written notice to Borrower from Holder.

      7.3   Breach  of  Representations and  Warranties.  Any  of
Borrower's representations or warranties made herein  or  in  the
Debt  Restructuring  Agreement shall  be  false,  inaccurate,  or
misleading in any material respect.

     7.4  Insolvency; Receiver or Trustee.  Borrower shall become
insolvent or admit in writing its inability to pay its  debts  as
they  mature; or make an assignment for the benefit of creditors;
or  apply  for  or consent to the appointment of  a  receiver  or
trustee  for  it  or for a substantial part of  its  property  or
business;  or  such  a  receiver or trustee  otherwise  shall  be
appointed.

      7.5   Judgments.   Any material money  judgment,  writ,  or
similar  process shall be entered or filed against Borrower,  any
of  the Subsidiaries, or any of its property or other assets  and
shall  remain  unvacated, unbonded or unstayed for  a  period  of
thirty  (30)  days after it is entered or filed or in  any  event
later  than  three  days prior to the date of any  proposed  sale
thereunder.

      7.6  Bankruptcy.  Bankruptcy, insolvency, reorganization or
liquidation proceedings or other proceedings or relief under  any
bankruptcy  law  or any law for the relief of  debtors  shall  be
instituted by or against Borrower or any of the Subsidiaries  and
which shall not have been dismissed within ninety (90) days after
instituted.

      7.7  Attachments.  If any material writ of attachment shall
be levied against any property or other assets of Borrower or any
of  the  Subsidiaries  and Borrower or the respective  Subsidiary
shall  not post a bond for the release of such attachment  within
thirty (30) days after levy.

      7.8   Default on Other Agreements.  Failure of Borrower  or
any  Subsidiary to pay when due any other material obligation for
money  borrowed or dividend or redemption payments on any of  its
Preferred Stock or to allow any default under any other  material
agreement  or obligation, which failure or default is  not  cured
within  the applicable cure period, if any, to cure such  failure
or default.

                          ARTICLE EIGHT
                     SECURITY FOR DEBENTURE

      This  Debenture  is  secured by that  certain  Stock  Trust
Agreement  by and between Borrower and Holder dated February  23,
1996, as amended.

                          ARTICLE NINE
                    REGISTRATION OF TRANSFER

      9.1  Register.  The Borrower shall maintain a register  for
the  recordation of transfers of this Debenture, which  shall  be
transferable  in  whole  or in part.  Upon  presentation  by  the
Holder  and  surrender  of  this Debenture,  the  Borrower  shall
register such transfer and issue a new Debenture or Debentures of
like aggregate Principal amount and bearing the same date.

      9.2   Lost  of Destroyed Debentures.  Upon receipt  by  the
Borrower at its principal office of evidence satisfactory to  the
Borrower of the loss, theft, destruction, or mutilation  of  this
Debenture,  and  in  the  case  of  any  such  loss,  theft,   or
destruction,  upon  delivery  of indemnity  satisfactory  to  the
Borrower  or, in case of any such mutilation, upon surrender  and
cancellation  of this Debenture, the Borrower will  issue  a  new
Debenture  of  like  tenor  in lieu  of  this  Debenture  with  a
notification thereon of the date from which interest has accrued.
The Holder will pay Borrower's cost to replace such Debenture.


                           ARTICLE TEN
                          MISCELLANEOUS
                                
     10.1 Survival of Warranties. All agreements, representations
and  warranties  made  herein shall  survive  the  execution  and
delivery hereof.

      10.2 Failure or Indulgence Not Waiver.  No failure or delay
on  the part of Holder hereof in the exercise of any power, right
or  privilege  hereunder shall operate as a waiver  thereof,  nor
shall any single or partial exercise of any such power, right  or
privilege  preclude other or further exercise thereof or  of  any
other  right,  power  or  privilege.   All  rights  and  remedies
existing hereunder are cumulative to, and not exclusive  of,  any
rights or remedies otherwise available.

      10.3  Notices.  All notices, requests, demands,  and  other
communications under this Debenture shall be in writing and shall
be  deemed  to  have  been duly given on  the  date  of  service.
Notices may be served (i) personally on the party to whom  notice
is  to  be  given,  (ii)  by  first  class  mail,  registered  or
certified, postage prepaid, or (iii) by overnight express courier
(such as Federal Express), and properly addressed as follows:

     If to Holder:            Melvin Rosen
                         930 N. E. 176th Street
                         North Miami, Florida 33162

        With a copy to
        Holder's Attorney:         Broad & Cassel
                         Suite 3000 Miami Center
                         201 South Biscayne Blvd.
                         Miami, Florida 33131
                         Attention:  Dale Bergman, Esquire

      If  to  Borrower:               Tel-Com Wireless  Cable  TV
Corporation
                         501 N. Grandview Avenue, Suite 201
                         Daytona Beach, Florida 32118
                         Attention:  President

        With a copy to
        Borrower's attorney:  Grocock, Loftis & Abramson
                         126 East Jefferson Street
                         Orlando, Florida 32801
                         Attention:  J. Bennett Grocock

      10.4  Definition.  The term "Debenture" or "this Debenture"
and  all  reference thereto, as used throughout this  instrument,
shall  mean  this instrument as originally executed or  if  later
amended or supplemented, then, as so amended or supplemented.

      10.5  Assignability.  This Debenture shall be binding  upon
Borrower,  its  successors and assigns, and shall  inure  to  the
benefit of Holder, its successors and assigns.

      10.6  Litigation Expenses.  In the event any litigation  or
arbitration  arises out of or in connection with this  Agreement,
the  prevailing  party  in such litigation or  arbitration  shall
receive  from  the other party all of its court costs  and  legal
expenses, including reasonable attorneys' fees, incurred  in  any
such  litigation or arbitration, including those associated  with
appellate, and post-judgment collection proceedings.

      10.7       Governing Law.  This Debenture has been executed
in  and  shall be governed by the laws of the State  of  Florida,
without regard to Florida's choice of law provisions.  Venue  for
any proceeding shall be in Dade County, Florida.

      10.8  Time of the Essence.  Time is of the essence of  this
Debenture and each term and covenant set forth herein.

            [Signatures contained on following page]
     IN WITNESS WHEREOF, Borrower has caused this Debenture to be
signed  in  its  name  by  its duly authorized  officer  and  its
corporate seal to be affixed hereto.

Dated: May 19, 1997

                    TEL-COM WIRELESS CABLE TV CORPORATION


                    By:       /s/Fernand L. Duquette
                    Name:     Fernand L. Duquette
                    Title:    President







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