Rosen Melvin – ‘SC 13D’ on 7/3/97 re: 5th Avenue Channel Corp

As of:  Thursday, 7/3/97   ·   Accession #:  929061-97-10   ·   File #:  5-51191

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             69±   263K 

Document Table of Contents

26                
UNITED STATES               
SECURITIES AND EXCHANGE COMMISSION                
WASHINGTON, D.C.  20549               

SCHEDULE 13D                

Under the Securities Exchange Act of 1934               

(Amendment No. 1)               

TEL COM WIRELESS CABLE TV CORPORATION       
(Name of Issuer)                

Common Stock, $.001 Par Value   
(Title of class of securities)                

879158 10 3     
(CUSIP number)                

Melvin Rosen                
1506 N. E. 162nd Street               
North Miami Beach, FL  33162  
(305) 947-3010      
(Name, address and telephone number of person               
authorized to receive notices and communications)               

May 19, 1997                  
(Date of event which requires filing of this statement)               

If  the  filing person as previously filed a  statement  on         
Schedule  13G to report the acquisition which is the  subject  of               
this  Schedule 13D, and is filing this schedule because  of  Rule               
13d-1(b)(3) or (4), check the following box.                                    

Check  the  following box if a fee is being paid  with  the         
statement   (A fee is not required only if the reporting  person:               
(1)  has  a  previous  statement  on  file  reporting  beneficial               
ownership  of  more than five percent of the class of  securities               
described  in  Item 1; and (2) has filed no amendment  subsequent               
thereto reporting beneficial ownership of five percent or less of               
such class.)  (See Rule 13d-7.)                                                 

(Continued on following pages)                

(Page 1 )               

(Index to Exhibits at page 6)                                                   
CUSIP No. 879158 10 3         SCHEDULE 13D          Page 2                      

1.   NAME OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS                         

Melvin Rosen, Social Security No. 216-42-7589                         

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                          

3.   SEC USE ONLY                                                               

4.   SOURCE OF FUNDS*                                                           

00                                                                    

5.   CHECK BOX IS DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                   
PURSUANT TO ITEM 2(d) OR 2(e)                                               

6.   CITIZENSHIP OR PLACE OF ORGANIZATION                                       

U.S.                                                                  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON                    
WITH:                                                                           

7.        SOLE VOTING POWER -           5,301,212                               
8.        SHARED VOTING POWER -         0                                       
9.        SOLE DISPOSITIVE POWER -      5,301,212                               
10.       SHARED DISPOSITIVE POWER -         0                                  

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

5,301,212                                                             

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                     
CERTAIN SHARES*                                                             

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

61.9%                                                                 

14.  TYPE OF REPORTING PERSON*                                                  

IN                                                                    

TEL-COM WIRELESS CABLE TV CORPORATION               

Item 1.     Securities of the Issuer.                                 

This  Statement  is related to the shares of  common  stock         
("Common  Stock"), par value $.001 per share, of Tel-Com Wireless               
Cable TV Corporation (the "Company"), a Florida corporation,  and               
amends  and  restates the Report on Schedule 13-D  filed  by  the               
Reporting  Person  for  an acquisition of  Common  Stock  of  the               
Company on February 23, 1996.                                                   

The  principal executive offices of the Company are located         
at  501  N. Grandview Avenue, Suite 201, Daytona Beach,  Florida                
32118.                                                                          

Item 2.     Identity and Background.                                  

(a)  This Statement is filed by Melvin Rosen (the "Reporting          
Person").                                                                       

(b)   The business address of the Reporting Person is  1506         
N.E. 162nd Street, North Miami Beach, Florida 33162.                            

(c)  The Reporting Person is self-employed and is engaged in          
various  media-related businesses, including, among  others,  the               
operation  of broadcast television in Costa Rica.  Effective  May               
19, 1997, the Reporting Person was appointed as interim President               
and  Chief  Executive Officer of the Company, to  serve  as  such               
until  the election of officers of the Company at the 1997 annual               
meeting  of  the  Board  of Directors of  the  Company  ("Board")               
immediately following the 1997 annual meeting of the shareholders               
of the Company (the "1997 Annual Meeting").                                     

(d)  The Reporting Person has not, during the past five (5)         
years, been convicted in a criminal proceeding (excluding traffic               
violations or similar misdemeanors).                                            

(e)  The Reporting Person was not, during the past five (5)         
years,   a  party  to  a  civil  proceeding  of  a  judicial   or               
administrative body of competent jurisdiction and as a  result of               
such  proceeding was or is subject to a judgment, decree or final               
order enjoining future violations of, or prohibiting or mandating               
activities  subject  to,  federal or  state  securities  laws  or               
finding any violation with respect to such laws.                                

(f)  The Reporting Person is a citizen of the United States         
of America.                                                                     

Item   3.       Source  and  Amount  of  Funds  or   Other        
Consideration.                                                                  

The Reporting Person acquired 121,212 shares of Common Stock          
(the  "Initial  Shares") in exchange for all of  the  issued  and               
outstanding  shares  of  capital stock  of  Grupo  Masteri,  S.A.               
("Grupo"),  a  Costa Rican corporation, all of  which  shares  of               
Grupo were held by the Reporting Person.  The acquisition of  the               
Initial  Shares  was  consummated effective  February  23,  1996,               
pursuant  to  the terms of an Amended and Restated Agreement  for               
Purchase  and Sale of Stock by and among the Company,  Grupo  and               
the Reporting Person ("Grupo Purchase Agreement").                              

Effective May 19, 1997, the Company issued to the Reporting         
Person  (i)  180,000 shares of Common Stock (the  "New  Shares"),               
(ii)  a Secured Convertible Debenture in the principal amount  of               
$2,000,000  ("Debenture"),  and (iii)  warrants  ("Warrants")  to               
purchase (a) 500,000 shares of Common Stock at an exercise  price               
of  $5.00 per share, and (b) 500,000 shares of Common Stock at an               
exercise price of $1.00 per share (all of the 1,000,000 shares of               
Common  Stock underlying such Warrants are collectively  referred               
to  as the "Warrant Shares").  The New Shares, the Debenture  and               
the  Warrants  were  issued pursuant  to  the  terms  of  a  Debt               
Restructuring   Agreement   ("Restructuring   Agreement")   dated               
effective  May 19, 1997, in connection with the restructuring  of               
indebtedness  evidenced by a promissory note dated  February  23,               
1996,  in  the  principal  amount of  $2,000,000  issued  by  the               
Company.                                                                        

The  Debenture matures and is payable in full  on  May  19,         
1998, subject to optional extension by either the Company or  the               
Reporting  Person on certain terms and conditions.  The Debenture               
is  convertible into shares of Common Stock ("Debenture  Shares")               
at  any time prior to payment at a conversion rate which is equal               
to  the lesser or (i) $0.50 per share, or (ii) the average of the               
closing "bid" prices for the Company's Common Stock as quoted  on               
NASDAQ  for  the  five  days immediately preceding  the  date  of               
conversion.                                                                     

The Warrants are exercisable in part or in total at any time          
prior to expiration on May 19, 2002.  The Initial Shares, the New               
Shares,  the  Debenture  Shares,  and  the  Warrant  Shares   are               
sometimes collectively referred to herein as the "Shares."                      

Item 4.     Purpose of the Transaction.                               

The  Reporting Person acquired his interest in the  Initial         
Shares  for  investment purposes.  Pursuant to the terms  of  the               
Grupo  Purchase Agreement, the Reporting Person has the right  to               
serve  as a director on the Board until February 23, 1998,  which               
is  two  (2)  years from the closing date of the  Grupo  Purchase               
Agreement.                                                                      

The Reporting Person also acquired his interest in the  New         
Shares, the Debenture Shares and the Warrant Shares primarily for               
investment  purposes.   Effective May  19,  1997,  the  Reporting               
Person  was  appointed as interim President and  Chief  Executive               
Officer to hold office until the 1997 annual meeting of the Board               
of  Directors immediately following the 1997 Annual Meeting.  The               
Restructuring Agreement provides that (i) the Company will  amend               
its  bylaws to increase the number of directors to five (5), (ii)               
the  Company  will  elect two (2) individuals designated  by  the               
Reporting  Person  as members of the Board immediately  following               
the  execution  of  the Restructuring Agreement,  and  (iii)  the               
Reporting Person will retain the right to designate two directors               
to  serve  on  the  Board  until such time  as  the  indebtedness               
evidenced  by  the Debenture has been paid in full  or  has  been               
converted  to Common Stock.  The Reporting Person has designated,               
and  the  Company has elected Samuel H. Simkin and the  Reporting               
Person  to  serve as members of the Board until the  1997  Annual               
Meeting.   Additionally,  the Board  has  elected  the  Reporting               
Person  to serve as interim President and Chief Executive Officer               
until  the  election of officers at the 1997  annual  meeting  of               
directors immediately following the 1997 Annual Meeting.   Except               
for  the foregoing, the Reporting Person has no present plans  or               
proposals which relate to or would result in:                                   

(a)  the acquisition or disposition by the Reporting Person         
of  additional  securities  of the  Company,  except  as  may  be               
acquired  upon  conversion of the Debenture or  exercise  of  the               
Warrants;                                                                       

(b)   an  extraordinary corporate transaction,  such  as  a         
merger,  reorganization, or liquidation involving the Company  or               
any of its subsidiaries;                                                        

(c)   a sale or transfer of a material amount of assets  of         
the Company or any of its subsidiaries;                                         

(d)   any change in the present Board or management of  the         
Company, including any plans or proposals to change the number or               
terms of directors;                                                             

(e)   any material change in the present capitalization  or         
dividend policy of the Company;                                                 

(f)   any material change in the Company's present business         
or corporate structure;                                                         

(g)    changes  in  the  Company's  present  articles   of        
incorporation, bylaws, or similar instruments;                                  

(h)   causing  a class of securities of the Company  to  be         
delisted  from  a  national securities exchange  or  inter-dealer               
quotation system;                                                               

(i)   a  class of equity securities of the Company becoming         
eligible  for  termination of registration  pursuant  to  Section               
12(g)(4) of the Securities Exchange Act of 1934, as amended; or                 

(j)  any action similar to those enumerated above.                    

Item 5.     Interest in Securities of the Issuer.                     

(a)  The Reporting Person beneficially owns 5,301,212 shares          
of  Common Stock or 61.93% of the outstanding Common Stock of the               
Company,  based  upon  (i)  2,196,212  shares  of  common   stock               
outstanding  as  of May 18, 1997, as reported  in  the  Company's               
Annual  Report  on  Form 10-KSB for the year ended  December  31,               
1996,  and as otherwise known to the Reporting Person,  (ii)  the               
subsequent  issuance of the 180,000 New Shares to  the  Reporting               
Person, (iii) the issuance of 1,183,431 shares upon conversion of               
outstanding  shares  of Series A Preferred  Stock  and  Series  B               
Preferred Stock of the Company, and (iv) assuming the issuance of               
4,000,000  Debenture Shares upon conversion of the Debenture  and               
1,000,000 Warrant Shares upon exercise of the Warrants.                         

(b)   The  Reporting Person has the sole power to vote  and         
dispose of the Shares.                                                          

(c)  Not applicable.                                                  

(d)  Not applicable.                                                  

(e)  Not applicable.                                                  

Item  6.      Contracts, Arrangements,  Understandings,  or         
Relationships with Respect to Securities of the Issuer.                         

(a)   The  Initial  Shares were acquired by  the  Reporting         
Person  pursuant to the Grupo Purchase Agreement.  The provisions               
of  the  Grupo Purchase Agreement, a copy of which was  filed  as               
Exhibit  1  to the Initial Statement, are incorporated herein  by               
reference.   The New Shares, the Debenture and the Warrants  were               
acquired  by  the Reporting Person pursuant to the  Restructuring               
Agreement.   The  provisions of the Restructuring Agreement,  the               
Debenture and the Warrants, copies of which are filed as Exhibits               
1,  2, 3, and 4 respectively, to this Statement, are incorporated               
herein by reference.                                                            

Item 7.     Material to be Filed as Exhibits.                         

The  following  documents are filed  as  exhibits  to  this         
Statement:                                                                      

1.   The Amended and Restated Stock Purchase Agreement dated          
February  23,  1996,  by  and among the Company,  Grupo  and  the               
Reporting  Person was filed as Exhibit 1 to the Initial Statement               
dated March 1, 1997 and is incorporated herein by reference.                    

2.    The Debt Restructuring Agreement dated effective  May         
19, 1997, by and between the Company and the Reporting Person  is               
filed as Exhibit 1.                                                             

3.   The Debenture dated May 19, 1997, issued by the Company          
to  the Reporting Person in the principal amount of $2,000,000 is               
filed as Exhibit 2.                                                             

4.   Warrant dated May 19, 1997, for the purchase of 500,000          
shares  of  the  Company's Common Stock at an exercise  price  of               
$5.00 per share, issued by the Company to the Reporting Person is               
filed as Exhibit 3.                                                             

5.   Warrant dated May 19, 1997, for the purchase of 500,000          
shares  of  the  Company's Common Stock at an exercise  price  of               
$1.00 per share, issued by the Company to the Reporting Person is               
filed as Exhibit 4.                                                             

SIGNATURE               

After reasonable inquiry and to the best of my knowledge and          
belief,  I  certify  that  the  information  set  forth  in  this               
Statement is true, complete, and correct.                                       

June 4, 1997        

           /s/  Melvin Rosen
          Melvin Rosen

EXHIBIT 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               

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                     

EXHIBIT 3               

THE SHARES ISSUABLE UPON EXERCISE OF THE          
WARRANT REPRESENTED BY THIS CERTIFICATE  HAVE               
NOT  BEEN REGISTERED UNDER THE SECURITIES ACT               
OF  1933,  AS  AMENDED (THE  "ACT"),  OR  ANY               
APPLICABLE STATE LAW.  SUCH SHARES MAY NOT BE               
OFFERED   FOR  SALE,  SOLD,  TRANSFERRED   OR               
PLEDGED  WITHOUT (1) REGISTRATION  UNDER  THE               
ACT  AND ANY APPLICABLE STATE LAW, OR (2)  AN               
OPINION  (REASONABLY  SATISFACTORY   TO   THE               
COMPANY) OF COUNSEL THAT REGISTRATION IS  NOT               
REQUIRED.                                                   

THE   TRANSFER  OF  THIS  WARRANT   IS        
RESTRICTED AS DESCRIBED HEREIN.                             

TEL-COM WIRELESS CABLE TV CORPORATION,                
a Florida corporation                 

Warrant for the Purchase of Common Stock                

No. _____                                          500,000 Shares               

THIS CERTIFIES that, for receipt in hand of $10.00 and other          
value   Melvin Rosen   (the   "Holder"),   is entitled  to  subscribe  for      
and purchase from  Tel-Com  Wireless Cable TV Corporation, a Florida            
corporation (the "Company"), upon the  terms and conditions set                 
forth herein, at any time  or  from time  to time after the date                
hereof, and before 5:00 p.m. on  May 19,  2002,  Miami time (the                
"Exercise Period"),  up  to  500,000 shares (the "Warrant Shares")              
of the Company's common stock,  par value  $.001  per  share ("Common           
Stock"), at a price  of  $5.00 per Warrant  Share  (the  "Per  Share            
Exercise  Price" and the Per Share Exercise Price  multiplied  by               
the  number  of  Warrant Shares for which this Warrant  is  being               
executed  is  hereinafter referred to as the  "Exercise  Price").               
This Warrant is the warrant or one of the warrants (collectively,               
including  any warrants issued upon the exercise or  transfer  of               
any  such  warrants  in whole or in part, the "Warrants")  issued               
pursuant to the Debt Restructuring Agreement dated as of May  19,               
1997 between the Company and Melvin Rosen (the "Agreement").   As               
used  herein, the term "this Warrant" shall mean and include this               
Warrant  and  any  Warrant  or Warrants  hereafter  issued  as  a               
consequence of the exercise or transfer of this Warrant in  whole               
or  in part, and the term "the Holder" shall mean and include any               
transferee   to  whom  this  Warrant  has  been  transferred   in               
accordance with the provisions hereof.                                          

1.   Exercise of Warrant.                                             

(a)   Exercise  by  Payment of Exercise  Price.   This    
Warrant  may be exercised during the Exercise Period, as  to  the               
whole  or  any  lesser  number of whole Warrant  Shares,  by  the               
surrender  of this Warrant (with the election at the  end  hereof               
duly executed) to the Company at its principal office, or at such               
other  place as is designated in writing by the Company, together               
with a certified or bank cashier's check payable to the order  of               
the Company in an amount equal to the Exercise Price (subject  to               
adjustment as provided herein).                                                 

(b)     Cashless   Exercise;   Appreciation   Right.  
Notwithstanding anything to the contrary contained herein, at the               
option  of  the  Holder, the Exercise Price may be  paid  by  the               
cancellation of any indebtedness owed by the Company  and/or  any               
subsidiaries of the Company to the Holder, or the Holder may,  in               
lieu  of exercising this Warrant as provided hereinabove, convert               
this  Warrant, in whole or in part, into a number  of  shares  of               
Common  Stock  of  the  Company determined by  dividing  (A)  the               
aggregate  Current Market Price, at such time, of the  shares  of               
Common Stock otherwise issuable upon the exercise of this Warrant               
minus  the Exercise Price of such shares by (B) the then  Current               
Market  Price  of  one  such  share.  Additionally,  in  lieu  of               
exercising  this Warrant as provided hereinabove, the Holder  may               
from  time to time at the Holder's option require the Company  to               
purchase this Warrant or any portion hereof, for cash, at a price               
equal  to  the then aggregate Current Market Price of the  Common               
Stock  issuable upon exercise of this Warrant less  the  Exercise               
Price.   Upon  the  Holder's election of  this  alternative,  the               
Company shall promptly pay to the Holder such amount in the  form               
of cash or cashier's check.                                                     

2.   Certificates for Warrant Shares.  Upon each exercise of          
the  Holder's rights to purchase Warrant Shares, the Holder shall               
be  deemed  to  be  the holder of record of  the  Warrant  Shares               
issuable  upon such exercise, notwithstanding that  the  transfer               
books  of  the  Company  shall then  be  closed  or  certificates               
representing  such  Warrant  Shares  shall  not  then  have  been               
actually  delivered to the Holder.  As soon as practicable  after               
each  such exercise of this Warrant, the Company shall issue  and               
deliver  to  the  Holder a certificate or  certificates  for  the               
Warrant  Shares  issuable upon such exercise, registered  in  the               
name  of  the Holder or its designee.  If this Warrant should  be               
exercised in part only, the Company shall, upon surrender of this               
Warrant  for  cancellation, execute and  deliver  a  new  Warrant               
evidencing the right of the Holder to purchase the balance of the               
Warrant   Shares  (or  portions  thereof)  subject  to   purchase               
hereunder.                                                                      

3.    Record  of  Warrants.  Any Warrants issued  upon  the         
transfer  or  exercise in part of this Warrant shall be  numbered               
and shall be registered in a Warrant Register as they are issued.               
The  Company shall be entitled to treat the registered holder  of               
any  Warrant on the Warrant Register as the owner in fact thereof               
for  all  purposes  and  shall not  be  bound  to  recognize  any               
equitable  or other claim to or interest in such Warrant  on  the               
part  of  any  other  person, and shall not  be  liable  for  any               
registration or transfer of Warrants which are registered  or  to               
be  registered  in the name of a fiduciary or the  nominee  of  a               
fiduciary  unless made with the actual knowledge that a fiduciary               
or  nominee  is  committing a breach of trust in requesting  such               
registration  or transfer, or with the knowledge  of  such  facts               
that  its  participation  therein amounts  to  bad  faith.   This               
Warrant  shall be transferable only on the books of  the  Company               
upon  delivery thereof duly endorsed by the Holder or by his duly               
authorized attorney or representative, or accompanied  by  proper               
evidence of succession, assignment, or authority to transfer.  In               
all  cases  of  transfer by an attorney, executor, administrator,               
guardian,  or  other  legal  representative,  duly  authenticated               
evidence  of  his or its authority shall be produced.   Upon  any               
registration of transfer, the Company shall deliver a new Warrant               
or  Warrants to the person entitled thereto.  This Warrant may be               
exchanged,  at  the  option of the Holder  thereof,  for  another               
Warrant,  or other Warrants of different denominations,  of  like               
tenor  and representing in the aggregate the right to purchase  a               
like  number  of  Warrant  Shares  (or  portions  thereof),  upon               
surrender   to   the  Company  or  its  duly  authorized   agent.               
Notwithstanding  the  foregoing,  the  Company  shall   have   no               
obligation  to cause Warrants to be transferred on its  books  to               
any  person  if, in the opinion of counsel to the  Company,  such               
transfer  does  not comply with the provisions of the  Securities               
Act   of  1933,  as  amended  (the  "Act"),  and  the  rules  and               
regulations thereunder.                                                         

4.   Reservation of Common Stock.  The Company shall at all         
times  reserve  and  keep available out  of  its  authorized  and               
unissued  Common Stock, solely for the purpose of  providing  for               
the  exercise  of the Warrants, such number of shares  of  Common               
Stock  as shall, from time to time, be sufficient therefor.   The               
Company  covenants that all shares of Common Stock issuable  upon               
exercise of this Warrant, upon receipt by the Company of the full               
payment   therefor,   shall  be  validly  issued,   fully   paid,               
nonassessable, and free of preemptive rights.                                   

5.   Adjustment of Per Share Exercise Price.                          

(a)  Subject to the provisions of this Section 5,  the    
Per  Share  Exercise Price in effect from time to time  shall  be               
subject to adjustment, as follows:                                              

(i)   In case the Company shall at any time  after
the  date hereof (A) declare a dividend on the outstanding Common               
Stock  payable in shares of its capital stock, (B) subdivide  the               
outstanding  Common  Stock, (C) combine  the  outstanding  Common               
Stock into a smaller number of shares, or (D) issue any shares of               
its  capital  stock  by  reclassification  of  the  Common  Stock               
(including  any  such  reclassification  in  connection  with   a               
consolidation  or merger in which the Company is  the  continuing               
corporation),  then, in each case, the Per Share Exercise  Price,               
and  the  number of shares of Common Stock issuable upon exercise               
of the Warrants in effect at the time of the record date for such               
dividend   or   of  the  effective  date  of  such   subdivision,               
combination,   or   reclassification,  shall  be  proportionately               
adjusted  so  that the holders of the Warrants  after  such  time               
shall  be  entitled to receive the aggregate number and  kind  of               
shares  which,  if  such Warrants had been exercised  immediately               
prior  to  such  time, such holders would have  owned  upon  such               
exercise and been entitled to receive by virtue of such dividend,               
subdivision,  combination or reclassification, at such  aggregate               
price  as  the holders of such Warrants would have paid for  such               
exercise  immediately prior to such time.  Such adjustment  shall               
be made successively whenever any event listed above shall occur.               

(ii)   In  case the Company shall issue  or  fix  a 
record  date for the issuance to all holders of Common  Stock  of               
rights, options, or warrants to subscribe for or purchase  Common               
Stock  (or securities convertible into or exchangeable for Common               
Stock)  at a price per share (or having a conversion or  exchange               
price  per  share, if a security convertible into or exchangeable               
for Common Stock) less than the Current Market Price per share of               
Common  Stock (as determined pursuant to Section 5(b) hereof)  on               
such  record  date,  then, in each case, the Per  Share  Exercise               
Price  shall  be  adjusted by multiplying the Per Share  Exercise               
Price  in  effect  immediately prior to such  record  date  by  a               
fraction, the numerator of which shall be the number of shares of               
Common  Stock outstanding on such record date plus the number  of               
shares of Common Stock which the aggregate offering price of  the               
total  number of shares of Common Stock so to be offered (or  the               
aggregate initial conversion or exchange price of the convertible               
or  exchangeable securities so to be offered) would  purchase  at               
such  Current Market Price and the denominator of which shall  be               
the  number of shares of Common Stock outstanding on such  record               
date  plus the number of additional shares of Common Stock to  be               
offered   for  subscription  or  purchase  (or  into  which   the               
convertible  or  exchangeable securities so  to  be  offered  are               
initially  convertible or exchangeable).  Such  adjustment  shall               
become  effective at the close of business on such  record  date;               
provided, however, that, to the extent the shares of Common Stock               
(or  securities convertible into or exchangeable  for  shares  of               
Common  Stock)  are not delivered, the Per Share  Exercise  Price               
shall be readjusted after the expiration of such rights, options,               
or  warrants  (but only with respect to Warrants exercised  after               
such  expiration),  to the Per Share Exercise Price  which  would               
then  be in effect had the adjustments made upon the issuance  of               
such  rights,  options, or warrants been made upon the  basis  of               
delivery  of  only  the  number of shares  of  Common  Stock  (or               
securities convertible into or exchangeable for shares of  Common               
Stock)  actually issued.  In case any subscription price  may  be               
paid  in a consideration part or all of which shall be in a  form               
other  than  cash, the value of such consideration  shall  be  as               
determined  in  good  faith  by the Board  of  Directors  of  the               
Company,  whose determination shall be conclusive absent manifest               
error.   Shares of Common Stock owned by or held for the  account               
of  the  Company or any majority-owned subsidiary  shall  not  be               
deemed outstanding for the purpose of any such computation.                     

(iii)   In case the Company shall distribute to  all  
holders of Common Stock (including any such distribution made  to               
the   shareholders   of  the  Company  in   connection   with   a               
consolidation  or merger in which the Company is  the  continuing               
corporation) evidences of its indebtedness, cash (other than  any               
cash dividend which, together with any cash dividends paid within               
the  12  months  prior to the record date for such  distribution,               
does not exceed 5% of the Current Market Price at the record date               
for  such  distribution) or assets (other than distributions  and               
dividends payable in shares of Common Stock), or rights,  options               
or  warrants  to  subscribe  for or  purchase  Common  Stock,  or               
securities convertible into or exchangeable for shares of  Common               
Stock  (excluding those with respect to the issuance of which  an               
adjustment  of the Per Share Exercise Price is provided  pursuant               
to  Section 5(a)(ii) hereof), then, in each case, the  Per  Share               
Exercise  Price shall be adjusted by multiplying  the  Per  Share               
Exercise Price in effect immediately prior to the record date for               
the  determination  of  shareholders  entitled  to  receive  such               
distribution by a fraction, the numerator of which shall  be  the               
Current  Market  Price per share of Common Stock on  such  record               
date, less the fair market value (as determined in good faith  by               
the  Board of Directors of the Company, whose determination shall               
be  conclusive  absent  manifest error) of  the  portion  of  the               
evidences of indebtedness or assets so to be distributed,  or  of               
such  rights, options, or warrants or convertible or exchangeable               
securities, or the amount of such cash, applicable to one  share,               
and  the denominator of which shall be such Current Market  Price               
per   share  of  Common  Stock.   Such  adjustment  shall  become               
effective at the close of business on such record date.                         

(iv)   In  case the Company shall issue  shares  of 
Common Stock or rights, options, or warrants to subscribe for  or               
purchase  Common  Stock,  or  securities  convertible   into   or               
exchangeable for Common Stock (excluding shares, rights, options,               
warrants,  or  convertible or exchangeable securities  issued  or               
issuable (A) in any of the transactions with respect to which  an               
adjustment  of the Per Share Exercise Price is provided  pursuant               
to  Sections  5(a)(i),  5(a)(ii) or  5(a)(iii)  above,  (B)  upon               
exercise  of  the Warrants, at a price per share (determined,  in               
the  case  of  such rights, options, warrants, or convertible  or               
exchangeable  securities,  by  dividing  (x)  the  total   amount               
received  or  receivable by the Company in consideration  of  the               
sale   and  issuance  of  such  rights,  options,  warrants,   or               
convertible   or  exchangeable  securities,  plus   the   minimum               
aggregate  consideration payable to the  Company  upon  exercise,               
conversion,  or  exchange thereof, by (y) the maximum  number  of               
shares  covered by such rights, options, warrants, or convertible               
or  exchangeable securities) lower than the Current Market  Price               
per  share  of Common Stock in effect immediately prior  to  such               
issuance or, in the case of the issuance of additional shares  of               
Common  Stock  in  a private placement at less than  90%  of  the               
Current  Market  Price of the Common Stock in effect  immediately               
prior  to such issuance, then the Per Share Exercise Price  shall               
be reduced on the date of such issuance to a price (calculated to               
the  nearest  cent)  determined  by  multiplying  the  Per  Share               
Exercise Price in effect immediately prior to such issuance by  a               
fraction, (a) the numerator of which shall be an amount equal  to               
the  sum  of (A) the number of shares of Common Stock outstanding               
immediately prior to such issuance plus (B) the quotient obtained               
by  dividing the aggregate consideration received by the  Company               
upon  such  issuance by such Current Market Price,  and  (b)  the               
denominator  of  which shall be the total  number  of  shares  of               
Common  Stock  outstanding immediately after such issuance.   For               
the  purposes of such adjustments, the maximum number  of  shares               
which  the  holders  of  any such rights, options,  warrants,  or               
convertible  or  exchangeable securities  shall  be  entitled  to               
initially  subscribe for or purchase or convert or exchange  such               
securities  into shall be deemed to be issued and outstanding  as               
of  the date of such issuance, and the consideration received  by               
the Company for such rights, options, warrants, or convertible or               
exchangeable securities, plus the minimum aggregate consideration               
or   premiums  stated  in  such  rights,  options,  warrants   or               
convertible or exchangeable securities to be paid for the  shares               
covered thereby.  No further adjustment of the Per Share Exercise               
Price  shall be made as a result of the actual issuance of shares               
of  Common Stock on exercise of such rights, options, or warrants               
or  on conversion or exchange of such convertible or exchangeable               
securities.  On the expiration or the termination of such rights,               
options,  or  warrants,  or the termination  of  such  rights  to               
convert  or  exchange,  the Per Share  Exercise  Price  shall  be               
readjusted  (but  only with respect to Warrants  exercised  after               
such  expiration or termination) to such Per Share Exercise Price               
as  would  have been obtained had the adjustments made  upon  the               
issuance  of  such rights, options, warrants, or  convertible  or               
exchangeable securities been made upon the basis of the  delivery               
of  only  the number of shares of Common Stock actually delivered               
upon  the exercise of such rights, options, or warrants  or  upon               
the  conversion or exchange of any such securities;  and  on  any               
change  of the number of shares of Common Stock deliverable  upon               
the  exercise  of  any  such  rights,  options  or  warrants   or               
conversion  or  exchange  of  such  convertible  or  exchangeable               
securities  or any change in the consideration to be received  by               
the   Company  upon  such  exercise,  conversion,  or   exchange,               
including,  but  not  limited to, a  change  resulting  from  the               
antidilution provisions thereof, the Per Share Exercise Price, as               
then  in  effect, shall forthwith be readjusted  (but  only  with               
respect  to  warrants exercised after such change)  to  such  Per               
Share  Exercise  Price  as  would  have  been  obtained  had   an               
adjustment  been made upon the issuance of such rights,  options,               
or  warrants not exercised prior to such change, on the basis  of               
such  change.  In case the Company shall issue shares  of  Common               
Stock  or  any such rights, options, warrants, or convertible  or               
exchangeable securities for a consideration consisting, in  whole               
or  in part, of property other than cash or its equivalent,  then               
the  "price  per  share" and the "consideration received  by  the               
Company"  for  purposes  of  the  first  sentence  of  this   Sec               
tion  3(a)(iv) shall be as determined in good faith by the  Board               
of  Directors  of  the  Company,  whose  determination  shall  be               
conclusive  absent manifest error.  Shares of Common Stock  owned               
by  or  held for the account of the Company or any majority-owned               
subsidiary shall not be deemed outstanding for the purpose of any               
such computation.                                                               

(b)  For the purpose of any computation under this  Sec     
tion 5, the Current Market Price per share of Common Stock on any               
date  shall  be  deemed to be the average of  the  daily  closing               
prices  for the 30 consecutive trading days immediately preceding               
the  date  in question.  The closing price for each day shall  be               
the  last  reported sales price regular way or, in case  no  such               
reported  sale  takes place on such day, the  closing  bid  price               
regular  way, in either case on the principal national securities               
exchange  (including, for purposes hereof,  the  Nasdaq  National               
Market System) on which the Common Stock is listed or admitted to               
trading  or,  if  the Common Stock is not listed or  admitted  to               
trading on any national securities exchange, the highest reported               
bid  price  for  the Common Stock as furnished  by  the  National               
Association  of  Securities Dealers, Inc.  through  Nasdaq  or  a               
similar  organization  if  Nasdaq is  no  longer  reporting  such               
information.  If on any such date the Common Stock is not  listed               
or admitted to trading on any national securities exchange and is               
not  quoted by Nasdaq or any similar organization, the fair value               
of  a  share of Common Stock on such date as determined  in  good               
faith   by   the  Board  of  Directors  of  the  Company,   whose               
determination shall be conclusive absent manifest error, shall be               
used.                                                                           

(c)  No adjustment in the Per Share Exercise Price shall      
be  required  if  such  adjustment is less than  $.05;  provided,               
however,  that any adjustments which by reason of this Section  5               
are  not  required to be made shall be carried forward and  taken               
into  account  in  any subsequent adjustment.   All  calculations               
under this Section 5 shall be made to the nearest cent or to  the               
nearest one thousandth of a share, as the case may be.                          

(d)   In any case in which this Section 5 shall require     
that  an  adjustment  in  the Per Share Exercise  Price  be  made               
effective as of a record date for a specified event, the  Company               
may  elect to defer, until the occurrence of such event,  issuing               
to  the  Holder  of the Warrant, if any Holder  has  exercised  a               
Warrant  after such record date, the shares of Common  Stock,  if               
any,  issuable  upon such exercise over and above the  shares  of               
Common Stock, if any, issuable upon such exercise on the basis of               
the  Per Share Exercise Price in effect prior to such adjustment;               
provided,  however,  that  the  Company  shall  deliver  to  such               
exercising  Holder  a  due bill or other  appropriate  instrument               
evidencing such Holder's right to receive such additional  shares               
upon the occurrence of the event requiring such adjustment.                     

(e)   Upon  each  adjustment of the Per Share  Exercise     
Price  as a result of the calculations made in Sections 5(a)(ii),               
5(a)(iii)  or  5(a)(iv)  hereof,  the  Warrant  shall  thereafter               
evidence  the  right  to  purchase, at  the  adjusted  Per  Share               
Exercise Price, that number of shares (calculated to the  nearest               
thousandth)  obtained  by dividing (A) the  product  obtained  by               
multiplying the number of shares purchasable upon exercise of the               
Warrant  prior to adjustment of the number of shares by  the  Per               
Share  Exercise Price in effect prior to adjustment  of  the  Per               
Share  Exercise  Price  by (B) the Per Share  Exercise  Price  in               
effect after such adjustment of the Per Share Exercise Price.                   

(f)   In case of any capital reorganization, other than     
in  the  cases referred to in Section 5(a) hereof, or the consoli               
dation  or merger of the Company with or into another corporation               
(other than a merger or consolidation in which the Company is the               
continuing  corporation  and  which  does  not  result   in   any               
reclassification of the outstanding shares of Common Stock or the               
conversion of such outstanding shares of Common Stock into shares               
of  other stock or other securities or property), or the sale  of               
the property of the Company as an entirety or substantially as an               
entirety (collectively such actions being hereinafter referred to               
as "Reorganizations"), there shall thereafter be deliverable upon               
exercise  of  any  Warrant (in lieu of the number  of  shares  of               
Common  Stock  theretofore deliverable) the number of  shares  of               
stock  or other securities or property to which a holder  of  the               
number of shares of Common Stock which would otherwise have  been               
deliverable  upon the exercise of such Warrant  would  have  been               
entitled  upon  such  Reorganization if  such  Warrant  had  been               
exercised  in full immediately prior to such Reorganization.   In               
case of any Reorganization, appropriate adjustment, as determined               
in  good faith by the Board of Directors of the Company, shall be               
made  in the application of the provisions herein set forth  with               
respect  to the rights and interests of Warrant holders  so  that               
the  provisions set forth herein shall thereafter be  applicable,               
as  nearly  as  possible,  in relation to  any  shares  or  other               
property  thereafter deliverable upon exercise of Warrants.   Any               
such  adjustment shall be made by and set forth in a supplemental               
agreement  between  the  Company, or any successor  thereto,  and               
American  Stock  Transfer  & Trust Company,  and  shall  for  all               
purposes  hereof  conclusively be deemed  to  be  an  appropriate               
adjustment.    The   Company   shall   not   effect   any    such               
Reorganization, unless upon or prior to the consummation  thereof               
the  successor  corporation,  or if  the  Company  shall  be  the               
surviving corporation in any such Reorganization and is  not  the               
issuer of the shares of stock or other securities or property  to               
be delivered to holders of shares of the Common Stock outstanding               
at  the effective time thereof, then such issuer, shall assume by               
written  instrument the obligation to deliver to  the  registered               
holder of the Warrants such shares of stock, securities, cash  or               
other  property as such holder shall be entitled to  purchase  in               
accordance with the foregoing provisions.  In the event  of  sale               
or  conveyance or other transfer of all or substantially  all  of               
the assets of the Company as a part of a plan for liquidation  of               
the  Company, all rights to exercise any Warrant shall  terminate               
30 days after the Company gives written notice to each registered               
holder of an Warrant Certificate that such sale or conveyance  of               
other transfer has been consummated.                                            

(g)   In case of any reclassification or change of  the     
shares  of  Common Stock issuable upon exercise of  the  Warrants               
(other  than  a  change in par value or from no par  value  to  a               
specified  par  value,  or  as  a  result  of  a  subdivision  or               
combination, but including any change in the shares into  two  or               
more  classes  or series of shares), the holders of the  Warrants               
shall  have the right thereafter to receive upon exercise of  the               
Warrants solely the kind and amount of shares of stock and  other               
securities, property, cash, or any combination thereof receivable               
upon such reclassification or change by a holder of the number of               
shares  of  Common Stock for which the Warrants might  have  been               
exercised  immediately prior to such reclassification or  change.               
Thereafter,  appropriate provision shall be as nearly  equivalent               
as  practicable  to  the adjustments in  Section  5.   The  above               
provisions  of  this  Section  5(g)  shall  similarly  apply   to               
successive  reclassifications and changes  of  shares  of  Common               
Stock.                                                                          

(h)   Whenever the Per Share Exercise Price is adjusted     
as  provided  in this Section 5, the Company will  promptly  make               
available  to the Holders of the Warrant Certificates,  at  their               
addresses  listed on the register maintained for the  purpose  by               
the  Company,  a  certificate of the  Company's  Chief  Financial               
Officer setting forth such calculation.                                         

(i)   Whenever any adjustment is made pursuant to  this     
Section  5, the Company shall cause notice of such adjustment  to               
be  mailed  to  each  registered holder of a Warrant  Certificate               
within 15 Business Days (as hereinafter defined) thereafter, such               
notice   to   include  in  reasonable  detail  (i)   the   events               
precipitating  the  adjustment,  (ii)  the  computation  of   any               
adjustments, and (iii) the Per Share Exercise Price,  the  number               
of  shares  or the securities or other property purchasable  upon               
exercise  of each Warrant after giving effect to such adjustment.               
For purposes hereof, "Business Day" shall mean any day other than               
a  Saturday, a Sunday, or a day on which banking institutions  in               
the  State  of  New York are authorized or obligated  by  law  or               
executive order to close.                                                       

(j)   Irrespective of any adjustments pursuant to  this     
Section 5, Warrant Certificates theretofore or thereafter  issued               
need  not  be  amended  or replaced, but certificates  thereafter               
issued  shall bear an appropriate legend or other notice  of  any               
adjustments.                                                                    

(k)  The Company shall not be required upon the exercise      
of  any Warrant to issue fractional shares of Common Stock  which               
may result from adjustments in accordance with this Section 5  to               
the  Per Share Exercise Price or number of shares of Common Stock               
purchasable  under  each Warrant.  If more than  one  Warrant  is               
exercised  at one time by the same registered holder, the  number               
of  full shares of Common Stock which shall be deliverable  shall               
be computed based on the number of shares deliverable in exchange               
for the aggregate number of Warrants exercised.  With respect  to               
any final fraction of a share called for upon the exercise of any               
Warrant  or Warrants, the Company shall pay a cash adjustment  in               
respect  of  such final fraction in an amount equal to  the  same               
fraction  of the Current Market Price of a share of Common  Stock               
calculated in accordance with Section 5(b).                                     

6.   Consolidation, Merger and Sale.                                    

(a)  In case of any consolidation with or merger of the     
Company with or into another corporation (other than a merger  or               
consolidation in which the Company is the surviving or continuing               
corporation),  or  in case of any sale, lease, or  conveyance  to               
another  corporation of the property and assets of any nature  of               
the  Company as an entirety or substantially as an entirety, such               
successor,  leasing, or purchasing corporation, as the  case  may               
be, shall (i) execute with the Holder an agreement providing that               
the  Holder  shall  have  the right thereafter  to  receive  upon               
exercise of this Warrant solely the kind and amount of shares  of               
stock  and  other securities, property, cash, or any  combination               
thereof receivable upon such consolidation, merger, sale,  lease,               
or conveyance by a holder of the number of shares of Common Stock               
for  which  this  Warrant might have been  exercised  immediately               
prior  to such consolidation, merger, sale, lease, or conveyance,               
and   (ii)  make  effective  provision  in  its  certificate   of               
incorporation  or  otherwise,  if  necessary,  to   effect   such               
agreement.   Such  agreement shall provide for adjustments  which               
shall  be  as nearly equivalent as practicable to the adjustments               
provided for in Section 5.                                                      

(b)   The  above  provision of  this  Section  6  shall     
similarly  apply  to successive consolidations,  mergers,  sales,               
leases, or conveyances.                                                         

7.   Notice of Events.  In case at any time the Company shall           
propose:                                                                        

(a)   to  pay any dividend or make any distribution  on     
shares  of  Common Stock in shares of Common Stock  or  make  any               
other distribution (other than regularly scheduled cash dividends               
which  are not in a greater amount per share than the most recent               
such cash dividend) to all holders of Common Stock; or                          

(b)   to issue any rights, warrants or other securities     
to  all  holders of Common Stock entitling them to  purchase  any               
additional shares of Common Stock or any other rights,  warrants,               
or other securities; or                                                         

(c)   to  effect  any  reclassification  or  change  of     
outstanding shares of Common Stock, or any consolidation, merger,               
sale,  lease, or conveyance of property, described in Section  6;               
or                                                                              

(d)  to effect any liquidation, dissolution, or winding-      
up of the Company; or                                                           

(e)   to  take  any other action which would  cause  an     
adjustment to the Per Share Exercise Price;                                     

then,  and  in  any one or more of such cases, the Company  shall               
give written notice thereof, by registered mail, postage prepaid,               
to  the Holder at the Holder's address as it shall appear in  the               
Warrant  Register, mailed at least 15 days prior to (i) the  date               
as of which the holders of record of shares of Common Stock to be               
entitled  to  receive  any such dividend,  distribution,  rights,               
warrants, or other securities are to be determined, (ii) the date               
on  which any such reclassification, change of outstanding shares               
of  Common  Stock, consolidation, merger, sale, lease, conveyance               
of  property, liquidation, dissolution, or winding-up is expected               
to become effective, and the date as of which it is expected that               
holders of record of shares of Common Stock shall be entitled  to               
exchange their shares for securities or other property,  if  any,               
deliverable  upon  such reclassification, change  of  outstanding               
shares,   consolidation,  merger,  sale,  lease,  conveyance   of               
property,  liquidation, dissolution, or winding-up, or (iii)  the               
date of such action which would require an adjustment to the  Per               
Share Exercise Price pursuant to Section 5 hereof.                              

8.    Expenses of Issuance.  The issuance of any  shares  or          
other  securities  upon  the exercise of this  Warrant,  and  the               
delivery  of certificates or other instruments representing  such               
shares  or other securities, shall be made without charge to  the               
Holder  for any tax or other charge in respect of such  issuance.               
The  Company shall not, however, be required to pay any tax which               
may  be payable in respect of any transfer involved in the  issue               
and  delivery of any certificate in a name other than that of the               
Holder  and the Company shall not be required to issue or deliver               
any  such  certificate  unless and until the  person  or  persons               
requesting  the issue thereof shall have paid to the Company  the               
amount  of such tax or shall have established to the satisfaction               
of the Company that such tax has been paid.                                     

9.    Registration.  The Company shall register the  Warrant          
Shares  pursuant to Article 7 of the Debt Restructuring Agreement               
dated  May 19, 1997 by and between the Company and Melvin  Rosen,               
which is incorporated herein by this reference.                                 

10.   Legend.  Unless registered pursuant to the  provisions          
incorporated by reference in Section 9 hereof, the Warrant Shares               
issued  upon exercise of the Warrants shall be subject to a  stop               
transfer  order  and  the certificate or certificates  evidencing               
such securities shall bear the following legend:                                

THE   SECURITIES  REPRESENTED  BY   THIS          
CERTIFICATE  HAVE  NOT BEEN  REGISTERED  UNDER                
THE  SECURITIES ACT OF 1933, AS  AMENDED  (THE                
"ACT"),  OR  ANY APPLICABLE STATE  LAW.   THEY                
MAY   NOT   BE   OFFERED   FOR   SALE,   SOLD,                
TRANSFERRED      OR      PLEDGED       WITHOUT                
(1)   REGISTRATION  UNDER  THE  ACT  AND   ANY                
APPLICABLE  STATE  LAW,  OR  (2)  AN   OPINION                
(REASONABLY  SATISFACTORY TO THE  COMPANY)  OF                
COUNSEL THAT REGISTRATION IS NOT REQUIRED.                    

11.   Lost  or Stolen Warrants.  Upon receipt  of  evidence         
satisfactory  to the Company of the loss, theft, destruction,  or               
mutilation  of any Warrant (and upon surrender of any Warrant  if               
mutilated),  and  upon reimbursement of the Company's  reasonable               
incidental expenses, the Company shall execute and deliver to the               
Holder   thereof  a  new  Warrant  of  like  date,   tenor,   and               
denomination.                                                                   

12.  Status of Holder.  The Holder of any Warrant shall not         
have,  solely  on  account  of  such  status,  any  rights  of  a               
shareholder of the Company, either at law or in equity, or to any               
notice of meetings of shareholders or of any other proceedings of               
the Company, except as provided in this Warrant.                                

13.   Governing Law; Jurisdiction.  This Warrant  shall  be         
construed  in  accordance with the laws of the State  of  Florida               
applicable  to  contracts made and performed within  such  State,               
without  regard to principles of conflicts of law.   The  Company               
irrevocably  consents to the jurisdiction of the courts  of  Dade               
County, Florida and of the federal courts located in the Southern               
District  of Florida in connection with any action or  proceeding               
arising  out  of  or relating to this Warrant,  any  document  or               
instrument   delivered  pursuant  to,  in  connection   with   or               
simultaneously with this Warrant, or a breach of this Warrant  or               
any such document or instrument.                                                

Dated:  May 19, 1997                                                            

TEL-COM WIRELESS CABLE TV CORPORATION, a Florida corporation                    

/s/ Melvin Rosen                                                                
Melvin Rosen                                                            
President                                                               

FORM OF ASSIGNMENT                

(To  be  executed by the registered holder if such holder desires               

to transfer the attached Warrant.)                                              

FOR VALUE RECEIVED,                            hereby sells,          

assigns, and transfers unto                          a Warrant to               

purchase                       shares  of  Common  Stock  of  the               

Company,  par  value $.001 per share, together  with  all  right,               

title,   and   interest  therein,  and  does  hereby  irrevocably               

constitute and appoint                       attorney to transfer               

such  Warrant  on the books of the Company, with  full  power  of               

substitution.                                                                   

Dated:                                                                          

                                        Signature:

NOTICE                

The signature on the foregoing Assignment must correspond to          

the  name  as  written  upon the face of this  Warrant  in  every               

particular,  without  alteration or  enlargement  or  any  change               

whatsoever.                                                                     

To:  Tel-Com Wireless Cable TV Corporation                                      
[insert mailing address]                                              

ELECTION TO EXERCISE                

The  undersigned  hereby exercises his  or  its  rights  to         
purchase                  Warrant Shares covered  by  the  within               
Warrant  in accordance with the terms thereof, and requests  that               
certificates  for such securities be issued in the name  of,  and               
delivered to:                                                                   

(Print Name, Address and Social Security                
or Tax Identification Number)                 

and,  if  such  number of Warrant Shares shall  not  be  all  the               
Warrant  Shares covered by the within Warrant, that a new Warrant               
for  the  balance  of the Warrant Shares covered  by  the  within               
Warrant  be  registered  in the name of, and  delivered  to,  the               
undersigned at the address stated below.                                        

Dated:                             Name:                                        
     (Print)

Address:                                                                        

                   (Signature)

EXHIBIT 4               

THE SHARES ISSUABLE UPON EXERCISE OF THE          
WARRANT REPRESENTED BY THIS CERTIFICATE  HAVE               
NOT  BEEN REGISTERED UNDER THE SECURITIES ACT               
OF  1933,  AS  AMENDED (THE  "ACT"),  OR  ANY               
APPLICABLE STATE LAW.  SUCH SHARES MAY NOT BE               
OFFERED   FOR  SALE,  SOLD,  TRANSFERRED   OR               
PLEDGED  WITHOUT (1) REGISTRATION  UNDER  THE               
ACT  AND ANY APPLICABLE STATE LAW, OR (2)  AN               
OPINION  (REASONABLY  SATISFACTORY   TO   THE               
COMPANY) OF COUNSEL THAT REGISTRATION IS  NOT               
REQUIRED.                                                   

THE   TRANSFER  OF  THIS  WARRANT   IS        
RESTRICTED AS DESCRIBED HEREIN.                             

TEL-COM WIRELESS CABLE TV CORPORATION,                
a Florida corporation                 

Warrant for the Purchase of Common Stock                

No. _____                                          500,000 Shares               

THIS CERTIFIES that, for receipt in hand of $10.00 and other          
value  Melvin Rosen (the   "Holder"), is entitled to subscribe for and          
purchase from  Tel-Com  Wireless Cable TV Corporation, a Florida                
corporation (the "Company"), upon the  terms and conditions set forth           
herein, at any time  or  from time  to time after the date hereof,              
and before 5:00 p.m. on  May 19, 2002,  Miami time (the "Exercise Period"),     
up  to  500,000 shares (the "Warrant Shares") of the Company's common stock,    
par value  $.001  per  share ("Common Stock"), at a price  of  $1.00            
per Warrant  Share  (the  "Per  Share Exercise  Price" and the Per Share        
Exercise Price  multiplied  by the  number  of  Warrant Shares for              
which this Warrant  is  being executed  is  hereinafter referred                
to as the  "Exercise  Price"). This Warrant is the warrant or                   
one of the warrants (collectively, including  any warrants issued upon          
the exercise or  transfer  of any  such  warrants  in whole or                  
in part, the "Warrants")  issued pursuant to the Debt Restructuring             
Agreement dated as of May  19, 1997 between the Company and Melvin              
Rosen (the "Agreement").   As used  herein, the term "this Warrant"             
shall mean and include this Warrant  and  any  Warrant  or Warrants             
hereafter  issued  as  a consequence of the exercise or transfer                
of this Warrant in  whole or  in part, and the term "the Holder"                
shall mean and include any transferee   to  whom  this  Warrant                 
has  been  transferred in accordance with the provisions hereof.                

1.   Exercise of Warrant.                                             

(a)   Exercise  by  Payment of Exercise  Price.   This    
Warrant  may be exercised during the Exercise Period, as  to  the               
whole  or  any  lesser  number of whole Warrant  Shares,  by  the               
surrender  of this Warrant (with the election at the  end  hereof               
duly executed) to the Company at its principal office, or at such               
other  place as is designated in writing by the Company, together               
with a certified or bank cashier's check payable to the order  of               
the Company in an amount equal to the Exercise Price (subject  to               
adjustment as provided herein).                                                 

(b)     Cashless   Exercise;   Appreciation   Right.  
Notwithstanding anything to the contrary contained herein, at the               
option  of  the  Holder, the Exercise Price may be  paid  by  the               
cancellation of any indebtedness owed by the Company  and/or  any               
subsidiaries of the Company to the Holder, or the Holder may,  in               
lieu  of exercising this Warrant as provided hereinabove, convert               
this  Warrant, in whole or in part, into a number  of  shares  of               
Common  Stock  of  the  Company determined by  dividing  (A)  the               
aggregate  Current Market Price, at such time, of the  shares  of               
Common Stock otherwise issuable upon the exercise of this Warrant               
minus  the Exercise Price of such shares by (B) the then  Current               
Market  Price  of  one  such  share.  Additionally,  in  lieu  of               
exercising  this Warrant as provided hereinabove, the Holder  may               
from  time to time at the Holder's option require the Company  to               
purchase this Warrant or any portion hereof, for cash, at a price               
equal  to  the then aggregate Current Market Price of the  Common               
Stock  issuable upon exercise of this Warrant less  the  Exercise               
Price.   Upon  the  Holder's election of  this  alternative,  the               
Company shall promptly pay to the Holder such amount in the  form               
of cash or cashier's check.                                                     

2.   Certificates for Warrant Shares.  Upon each exercise of          
the  Holder's rights to purchase Warrant Shares, the Holder shall               
be  deemed  to  be  the holder of record of  the  Warrant  Shares               
issuable  upon such exercise, notwithstanding that  the  transfer               
books  of  the  Company  shall then  be  closed  or  certificates               
representing  such  Warrant  Shares  shall  not  then  have  been               
actually  delivered to the Holder.  As soon as practicable  after               
each  such exercise of this Warrant, the Company shall issue  and               
deliver  to  the  Holder a certificate or  certificates  for  the               
Warrant  Shares  issuable upon such exercise, registered  in  the               
name  of  the Holder or its designee.  If this Warrant should  be               
exercised in part only, the Company shall, upon surrender of this               
Warrant  for  cancellation, execute and  deliver  a  new  Warrant               
evidencing the right of the Holder to purchase the balance of the               
Warrant   Shares  (or  portions  thereof)  subject  to   purchase               
hereunder.                                                                      

3.    Record  of  Warrants.  Any Warrants issued  upon  the         
transfer  or  exercise in part of this Warrant shall be  numbered               
and shall be registered in a Warrant Register as they are issued.               
The  Company shall be entitled to treat the registered holder  of               
any  Warrant on the Warrant Register as the owner in fact thereof               
for  all  purposes  and  shall not  be  bound  to  recognize  any               
equitable  or other claim to or interest in such Warrant  on  the               
part  of  any  other  person, and shall not  be  liable  for  any               
registration or transfer of Warrants which are registered  or  to               
be  registered  in the name of a fiduciary or the  nominee  of  a               
fiduciary  unless made with the actual knowledge that a fiduciary               
or  nominee  is  committing a breach of trust in requesting  such               
registration  or transfer, or with the knowledge  of  such  facts               
that  its  participation  therein amounts  to  bad  faith.   This               
Warrant  shall be transferable only on the books of  the  Company               
upon  delivery thereof duly endorsed by the Holder or by his duly               
authorized attorney or representative, or accompanied  by  proper               
evidence of succession, assignment, or authority to transfer.  In               
all  cases  of  transfer by an attorney, executor, administrator,               
guardian,  or  other  legal  representative,  duly  authenticated               
evidence  of  his or its authority shall be produced.   Upon  any               
registration of transfer, the Company shall deliver a new Warrant               
or  Warrants to the person entitled thereto.  This Warrant may be               
exchanged,  at  the  option of the Holder  thereof,  for  another               
Warrant,  or other Warrants of different denominations,  of  like               
tenor  and representing in the aggregate the right to purchase  a               
like  number  of  Warrant  Shares  (or  portions  thereof),  upon               
surrender   to   the  Company  or  its  duly  authorized   agent.               
Notwithstanding  the  foregoing,  the  Company  shall   have   no               
obligation  to cause Warrants to be transferred on its  books  to               
any  person  if, in the opinion of counsel to the  Company,  such               
transfer  does  not comply with the provisions of the  Securities               
Act   of  1933,  as  amended  (the  "Act"),  and  the  rules  and               
regulations thereunder.                                                         

4.   Reservation of Common Stock.  The Company shall at all         
times  reserve  and  keep available out  of  its  authorized  and               
unissued  Common Stock, solely for the purpose of  providing  for               
the  exercise  of the Warrants, such number of shares  of  Common               
Stock  as shall, from time to time, be sufficient therefor.   The               
Company  covenants that all shares of Common Stock issuable  upon               
exercise of this Warrant, upon receipt by the Company of the full               
payment   therefor,   shall  be  validly  issued,   fully   paid,               
nonassessable, and free of preemptive rights.                                   

5.   Adjustment of Per Share Exercise Price.                          

(a)  Subject to the provisions of this Section 5,  the    
Per  Share  Exercise Price in effect from time to time  shall  be               
subject to adjustment, as follows:                                              

(i)   In case the Company shall at any time  after
the  date hereof (A) declare a dividend on the outstanding Common               
Stock  payable in shares of its capital stock, (B) subdivide  the               
outstanding  Common  Stock, (C) combine  the  outstanding  Common               
Stock into a smaller number of shares, or (D) issue any shares of               
its  capital  stock  by  reclassification  of  the  Common  Stock               
(including  any  such  reclassification  in  connection  with   a               
consolidation  or merger in which the Company is  the  continuing               
corporation),  then, in each case, the Per Share Exercise  Price,               
and  the  number of shares of Common Stock issuable upon exercise               
of the Warrants in effect at the time of the record date for such               
dividend   or   of  the  effective  date  of  such   subdivision,               
combination,   or   reclassification,  shall  be  proportionately               
adjusted  so  that the holders of the Warrants  after  such  time               
shall  be  entitled to receive the aggregate number and  kind  of               
shares  which,  if  such Warrants had been exercised  immediately               
prior  to  such  time, such holders would have  owned  upon  such               
exercise and been entitled to receive by virtue of such dividend,               
subdivision,  combination or reclassification, at such  aggregate               
price  as  the holders of such Warrants would have paid for  such               
exercise  immediately prior to such time.  Such adjustment  shall               
be made successively whenever any event listed above shall occur.               

(ii)   In  case the Company shall issue  or  fix  a 
record  date for the issuance to all holders of Common  Stock  of               
rights, options, or warrants to subscribe for or purchase  Common               
Stock  (or securities convertible into or exchangeable for Common               
Stock)  at a price per share (or having a conversion or  exchange               
price  per  share, if a security convertible into or exchangeable               
for Common Stock) less than the Current Market Price per share of               
Common  Stock (as determined pursuant to Section 5(b) hereof)  on               
such  record  date,  then, in each case, the Per  Share  Exercise               
Price  shall  be  adjusted by multiplying the Per Share  Exercise               
Price  in  effect  immediately prior to such  record  date  by  a               
fraction, the numerator of which shall be the number of shares of               
Common  Stock outstanding on such record date plus the number  of               
shares of Common Stock which the aggregate offering price of  the               
total  number of shares of Common Stock so to be offered (or  the               
aggregate initial conversion or exchange price of the convertible               
or  exchangeable securities so to be offered) would  purchase  at               
such  Current Market Price and the denominator of which shall  be               
the  number of shares of Common Stock outstanding on such  record               
date  plus the number of additional shares of Common Stock to  be               
offered   for  subscription  or  purchase  (or  into  which   the               
convertible  or  exchangeable securities so  to  be  offered  are               
initially  convertible or exchangeable).  Such  adjustment  shall               
become  effective at the close of business on such  record  date;               
provided, however, that, to the extent the shares of Common Stock               
(or  securities convertible into or exchangeable  for  shares  of               
Common  Stock)  are not delivered, the Per Share  Exercise  Price               
shall be readjusted after the expiration of such rights, options,               
or  warrants  (but only with respect to Warrants exercised  after               
such  expiration),  to the Per Share Exercise Price  which  would               
then  be in effect had the adjustments made upon the issuance  of               
such  rights,  options, or warrants been made upon the  basis  of               
delivery  of  only  the  number of shares  of  Common  Stock  (or               
securities convertible into or exchangeable for shares of  Common               
Stock)  actually issued.  In case any subscription price  may  be               
paid  in a consideration part or all of which shall be in a  form               
other  than  cash, the value of such consideration  shall  be  as               
determined  in  good  faith  by the Board  of  Directors  of  the               
Company,  whose determination shall be conclusive absent manifest               
error.   Shares of Common Stock owned by or held for the  account               
of  the  Company or any majority-owned subsidiary  shall  not  be               
deemed outstanding for the purpose of any such computation.                     

(iii)   In case the Company shall distribute to  all  
holders of Common Stock (including any such distribution made  to               
the   shareholders   of  the  Company  in   connection   with   a               
consolidation  or merger in which the Company is  the  continuing               
corporation) evidences of its indebtedness, cash (other than  any               
cash dividend which, together with any cash dividends paid within               
the  12  months  prior to the record date for such  distribution,               
does not exceed 5% of the Current Market Price at the record date               
for  such  distribution) or assets (other than distributions  and               
dividends payable in shares of Common Stock), or rights,  options               
or  warrants  to  subscribe  for or  purchase  Common  Stock,  or               
securities convertible into or exchangeable for shares of  Common               
Stock  (excluding those with respect to the issuance of which  an               
adjustment  of the Per Share Exercise Price is provided  pursuant               
to  Section 5(a)(ii) hereof), then, in each case, the  Per  Share               
Exercise  Price shall be adjusted by multiplying  the  Per  Share               
Exercise Price in effect immediately prior to the record date for               
the  determination  of  shareholders  entitled  to  receive  such               
distribution by a fraction, the numerator of which shall  be  the               
Current  Market  Price per share of Common Stock on  such  record               
date, less the fair market value (as determined in good faith  by               
the  Board of Directors of the Company, whose determination shall               
be  conclusive  absent  manifest error) of  the  portion  of  the               
evidences of indebtedness or assets so to be distributed,  or  of               
such  rights, options, or warrants or convertible or exchangeable               
securities, or the amount of such cash, applicable to one  share,               
and  the denominator of which shall be such Current Market  Price               
per   share  of  Common  Stock.   Such  adjustment  shall  become               
effective at the close of business on such record date.                         

(iv)   In  case the Company shall issue  shares  of 
Common Stock or rights, options, or warrants to subscribe for  or               
purchase  Common  Stock,  or  securities  convertible   into   or               
exchangeable for Common Stock (excluding shares, rights, options,               
warrants,  or  convertible or exchangeable securities  issued  or               
issuable (A) in any of the transactions with respect to which  an               
adjustment  of the Per Share Exercise Price is provided  pursuant               
to  Sections  5(a)(i),  5(a)(ii) or  5(a)(iii)  above,  (B)  upon               
exercise  of  the Warrants, at a price per share (determined,  in               
the  case  of  such rights, options, warrants, or convertible  or               
exchangeable  securities,  by  dividing  (x)  the  total   amount               
received  or  receivable by the Company in consideration  of  the               
sale   and  issuance  of  such  rights,  options,  warrants,   or               
convertible   or  exchangeable  securities,  plus   the   minimum               
aggregate  consideration payable to the  Company  upon  exercise,               
conversion,  or  exchange thereof, by (y) the maximum  number  of               
shares  covered by such rights, options, warrants, or convertible               
or  exchangeable securities) lower than the Current Market  Price               
per  share  of Common Stock in effect immediately prior  to  such               
issuance or, in the case of the issuance of additional shares  of               
Common  Stock  in  a private placement at less than  90%  of  the               
Current  Market  Price of the Common Stock in effect  immediately               
prior  to such issuance, then the Per Share Exercise Price  shall               
be reduced on the date of such issuance to a price (calculated to               
the  nearest  cent)  determined  by  multiplying  the  Per  Share               
Exercise Price in effect immediately prior to such issuance by  a               
fraction, (a) the numerator of which shall be an amount equal  to               
the  sum  of (A) the number of shares of Common Stock outstanding               
immediately prior to such issuance plus (B) the quotient obtained               
by  dividing the aggregate consideration received by the  Company               
upon  such  issuance by such Current Market Price,  and  (b)  the               
denominator  of  which shall be the total  number  of  shares  of               
Common  Stock  outstanding immediately after such issuance.   For               
the  purposes of such adjustments, the maximum number  of  shares               
which  the  holders  of  any such rights, options,  warrants,  or               
convertible  or  exchangeable securities  shall  be  entitled  to               
initially  subscribe for or purchase or convert or exchange  such               
securities  into shall be deemed to be issued and outstanding  as               
of  the date of such issuance, and the consideration received  by               
the Company for such rights, options, warrants, or convertible or               
exchangeable securities, plus the minimum aggregate consideration               
or   premiums  stated  in  such  rights,  options,  warrants   or               
convertible or exchangeable securities to be paid for the  shares               
covered thereby.  No further adjustment of the Per Share Exercise               
Price  shall be made as a result of the actual issuance of shares               
of  Common Stock on exercise of such rights, options, or warrants               
or  on conversion or exchange of such convertible or exchangeable               
securities.  On the expiration or the termination of such rights,               
options,  or  warrants,  or the termination  of  such  rights  to               
convert  or  exchange,  the Per Share  Exercise  Price  shall  be               
readjusted  (but  only with respect to Warrants  exercised  after               
such  expiration or termination) to such Per Share Exercise Price               
as  would  have been obtained had the adjustments made  upon  the               
issuance  of  such rights, options, warrants, or  convertible  or               
exchangeable securities been made upon the basis of the  delivery               
of  only  the number of shares of Common Stock actually delivered               
upon  the exercise of such rights, options, or warrants  or  upon               
the  conversion or exchange of any such securities;  and  on  any               
change  of the number of shares of Common Stock deliverable  upon               
the  exercise  of  any  such  rights,  options  or  warrants   or               
conversion  or  exchange  of  such  convertible  or  exchangeable               
securities  or any change in the consideration to be received  by               
the   Company  upon  such  exercise,  conversion,  or   exchange,               
including,  but  not  limited to, a  change  resulting  from  the               
antidilution provisions thereof, the Per Share Exercise Price, as               
then  in  effect, shall forthwith be readjusted  (but  only  with               
respect  to  warrants exercised after such change)  to  such  Per               
Share  Exercise  Price  as  would  have  been  obtained  had   an               
adjustment  been made upon the issuance of such rights,  options,               
or  warrants not exercised prior to such change, on the basis  of               
such  change.  In case the Company shall issue shares  of  Common               
Stock  or  any such rights, options, warrants, or convertible  or               
exchangeable securities for a consideration consisting, in  whole               
or  in part, of property other than cash or its equivalent,  then               
the  "price  per  share" and the "consideration received  by  the               
Company"  for  purposes  of  the  first  sentence  of  this   Sec               
tion  3(a)(iv) shall be as determined in good faith by the  Board               
of  Directors  of  the  Company,  whose  determination  shall  be               
conclusive  absent manifest error.  Shares of Common Stock  owned               
by  or  held for the account of the Company or any majority-owned               
subsidiary shall not be deemed outstanding for the purpose of any               
such computation.                                                               

(b)  For the purpose of any computation under this  Sec     
tion 5, the Current Market Price per share of Common Stock on any               
date  shall  be  deemed to be the average of  the  daily  closing               
prices  for the 30 consecutive trading days immediately preceding               
the  date  in question.  The closing price for each day shall  be               
the  last  reported sales price regular way or, in case  no  such               
reported  sale  takes place on such day, the  closing  bid  price               
regular  way, in either case on the principal national securities               
exchange  (including, for purposes hereof,  the  Nasdaq  National               
Market System) on which the Common Stock is listed or admitted to               
trading  or,  if  the Common Stock is not listed or  admitted  to               
trading on any national securities exchange, the highest reported               
bid  price  for  the Common Stock as furnished  by  the  National               
Association  of  Securities Dealers, Inc.  through  Nasdaq  or  a               
similar  organization  if  Nasdaq is  no  longer  reporting  such               
information.  If on any such date the Common Stock is not  listed               
or admitted to trading on any national securities exchange and is               
not  quoted by Nasdaq or any similar organization, the fair value               
of  a  share of Common Stock on such date as determined  in  good               
faith   by   the  Board  of  Directors  of  the  Company,   whose               
determination shall be conclusive absent manifest error, shall be               
used.                                                                           

(c)  No adjustment in the Per Share Exercise Price shall      
be  required  if  such  adjustment is less than  $.05;  provided,               
however,  that any adjustments which by reason of this Section  5               
are  not  required to be made shall be carried forward and  taken               
into  account  in  any subsequent adjustment.   All  calculations               
under this Section 5 shall be made to the nearest cent or to  the               
nearest one thousandth of a share, as the case may be.                          

(d)   In any case in which this Section 5 shall require     
that  an  adjustment  in  the Per Share Exercise  Price  be  made               
effective as of a record date for a specified event, the  Company               
may  elect to defer, until the occurrence of such event,  issuing               
to  the  Holder  of the Warrant, if any Holder  has  exercised  a               
Warrant  after such record date, the shares of Common  Stock,  if               
any,  issuable  upon such exercise over and above the  shares  of               
Common Stock, if any, issuable upon such exercise on the basis of               
the  Per Share Exercise Price in effect prior to such adjustment;               
provided,  however,  that  the  Company  shall  deliver  to  such               
exercising  Holder  a  due bill or other  appropriate  instrument               
evidencing such Holder's right to receive such additional  shares               
upon the occurrence of the event requiring such adjustment.                     

(e)   Upon  each  adjustment of the Per Share  Exercise     
Price  as a result of the calculations made in Sections 5(a)(ii),               
5(a)(iii)  or  5(a)(iv)  hereof,  the  Warrant  shall  thereafter               
evidence  the  right  to  purchase, at  the  adjusted  Per  Share               
Exercise Price, that number of shares (calculated to the  nearest               
thousandth)  obtained  by dividing (A) the  product  obtained  by               
multiplying the number of shares purchasable upon exercise of the               
Warrant  prior to adjustment of the number of shares by  the  Per               
Share  Exercise Price in effect prior to adjustment  of  the  Per               
Share  Exercise  Price  by (B) the Per Share  Exercise  Price  in               
effect after such adjustment of the Per Share Exercise Price.                   

(f)   In case of any capital reorganization, other than     
in  the  cases referred to in Section 5(a) hereof, or the consoli               
dation  or merger of the Company with or into another corporation               
(other than a merger or consolidation in which the Company is the               
continuing  corporation  and  which  does  not  result   in   any               
reclassification of the outstanding shares of Common Stock or the               
conversion of such outstanding shares of Common Stock into shares               
of  other stock or other securities or property), or the sale  of               
the property of the Company as an entirety or substantially as an               
entirety (collectively such actions being hereinafter referred to               
as "Reorganizations"), there shall thereafter be deliverable upon               
exercise  of  any  Warrant (in lieu of the number  of  shares  of               
Common  Stock  theretofore deliverable) the number of  shares  of               
stock  or other securities or property to which a holder  of  the               
number of shares of Common Stock which would otherwise have  been               
deliverable  upon the exercise of such Warrant  would  have  been               
entitled  upon  such  Reorganization if  such  Warrant  had  been               
exercised  in full immediately prior to such Reorganization.   In               
case of any Reorganization, appropriate adjustment, as determined               
in  good faith by the Board of Directors of the Company, shall be               
made  in the application of the provisions herein set forth  with               
respect  to the rights and interests of Warrant holders  so  that               
the  provisions set forth herein shall thereafter be  applicable,               
as  nearly  as  possible,  in relation to  any  shares  or  other               
property  thereafter deliverable upon exercise of Warrants.   Any               
such  adjustment shall be made by and set forth in a supplemental               
agreement  between  the  Company, or any successor  thereto,  and               
American  Stock  Transfer  & Trust Company,  and  shall  for  all               
purposes  hereof  conclusively be deemed  to  be  an  appropriate               
adjustment.    The   Company   shall   not   effect   any    such               
Reorganization, unless upon or prior to the consummation  thereof               
the  successor  corporation,  or if  the  Company  shall  be  the               
surviving corporation in any such Reorganization and is  not  the               
issuer of the shares of stock or other securities or property  to               
be delivered to holders of shares of the Common Stock outstanding               
at  the effective time thereof, then such issuer, shall assume by               
written  instrument the obligation to deliver to  the  registered               
holder of the Warrants such shares of stock, securities, cash  or               
other  property as such holder shall be entitled to  purchase  in               
accordance with the foregoing provisions.  In the event  of  sale               
or  conveyance or other transfer of all or substantially  all  of               
the assets of the Company as a part of a plan for liquidation  of               
the  Company, all rights to exercise any Warrant shall  terminate               
30 days after the Company gives written notice to each registered               
holder of an Warrant Certificate that such sale or conveyance  of               
other transfer has been consummated.                                            

(g)   In case of any reclassification or change of  the     
shares  of  Common Stock issuable upon exercise of  the  Warrants               
(other  than  a  change in par value or from no par  value  to  a               
specified  par  value,  or  as  a  result  of  a  subdivision  or               
combination, but including any change in the shares into  two  or               
more  classes  or series of shares), the holders of the  Warrants               
shall  have the right thereafter to receive upon exercise of  the               
Warrants solely the kind and amount of shares of stock and  other               
securities, property, cash, or any combination thereof receivable               
upon such reclassification or change by a holder of the number of               
shares  of  Common Stock for which the Warrants might  have  been               
exercised  immediately prior to such reclassification or  change.               
Thereafter,  appropriate provision shall be as nearly  equivalent               
as  practicable  to  the adjustments in  Section  5.   The  above               
provisions  of  this  Section  5(g)  shall  similarly  apply   to               
successive  reclassifications and changes  of  shares  of  Common               
Stock.                                                                          

(h)   Whenever the Per Share Exercise Price is adjusted     
as  provided  in this Section 5, the Company will  promptly  make               
available  to the Holders of the Warrant Certificates,  at  their               
addresses  listed on the register maintained for the  purpose  by               
the  Company,  a  certificate of the  Company's  Chief  Financial               
Officer setting forth such calculation.                                         

(i)   Whenever any adjustment is made pursuant to  this     
Section  5, the Company shall cause notice of such adjustment  to               
be  mailed  to  each  registered holder of a Warrant  Certificate               
within 15 Business Days (as hereinafter defined) thereafter, such               
notice   to   include  in  reasonable  detail  (i)   the   events               
precipitating  the  adjustment,  (ii)  the  computation  of   any               
adjustments, and (iii) the Per Share Exercise Price,  the  number               
of  shares  or the securities or other property purchasable  upon               
exercise  of each Warrant after giving effect to such adjustment.               
For purposes hereof, "Business Day" shall mean any day other than               
a  Saturday, a Sunday, or a day on which banking institutions  in               
the  State  of  New York are authorized or obligated  by  law  or               
executive order to close.                                                       

(j)   Irrespective of any adjustments pursuant to  this     
Section 5, Warrant Certificates theretofore or thereafter  issued               
need  not  be  amended  or replaced, but certificates  thereafter               
issued  shall bear an appropriate legend or other notice  of  any               
adjustments.                                                                    

(k)  The Company shall not be required upon the exercise      
of  any Warrant to issue fractional shares of Common Stock  which               
may result from adjustments in accordance with this Section 5  to               
the  Per Share Exercise Price or number of shares of Common Stock               
purchasable  under  each Warrant.  If more than  one  Warrant  is               
exercised  at one time by the same registered holder, the  number               
of  full shares of Common Stock which shall be deliverable  shall               
be computed based on the number of shares deliverable in exchange               
for the aggregate number of Warrants exercised.  With respect  to               
any final fraction of a share called for upon the exercise of any               
Warrant  or Warrants, the Company shall pay a cash adjustment  in               
respect  of  such final fraction in an amount equal to  the  same               
fraction  of the Current Market Price of a share of Common  Stock               
calculated in accordance with Section 5(b).                                     

6.   Consolidation, Merger and Sale.                                    

(a)  In case of any consolidation with or merger of the     
Company with or into another corporation (other than a merger  or               
consolidation in which the Company is the surviving or continuing               
corporation),  or  in case of any sale, lease, or  conveyance  to               
another  corporation of the property and assets of any nature  of               
the  Company as an entirety or substantially as an entirety, such               
successor,  leasing, or purchasing corporation, as the  case  may               
be, shall (i) execute with the Holder an agreement providing that               
the  Holder  shall  have  the right thereafter  to  receive  upon               
exercise of this Warrant solely the kind and amount of shares  of               
stock  and  other securities, property, cash, or any  combination               
thereof receivable upon such consolidation, merger, sale,  lease,               
or conveyance by a holder of the number of shares of Common Stock               
for  which  this  Warrant might have been  exercised  immediately               
prior  to such consolidation, merger, sale, lease, or conveyance,               
and   (ii)  make  effective  provision  in  its  certificate   of               
incorporation  or  otherwise,  if  necessary,  to   effect   such               
agreement.   Such  agreement shall provide for adjustments  which               
shall  be  as nearly equivalent as practicable to the adjustments               
provided for in Section 5.                                                      

(b)   The  above  provision of  this  Section  6  shall     
similarly  apply  to successive consolidations,  mergers,  sales,               
leases, or conveyances.                                                         

7.   Notice of Events.  In case at any time the Company shall           
propose:                                                                        

(a)   to  pay any dividend or make any distribution  on     
shares  of  Common Stock in shares of Common Stock  or  make  any               
other distribution (other than regularly scheduled cash dividends               
which  are not in a greater amount per share than the most recent               
such cash dividend) to all holders of Common Stock; or                          

(b)   to issue any rights, warrants or other securities     
to  all  holders of Common Stock entitling them to  purchase  any               
additional shares of Common Stock or any other rights,  warrants,               
or other securities; or                                                         

(c)   to  effect  any  reclassification  or  change  of     
outstanding shares of Common Stock, or any consolidation, merger,               
sale,  lease, or conveyance of property, described in Section  6;               
or                                                                              

(d)  to effect any liquidation, dissolution, or winding-      
up of the Company; or                                                           

(e)   to  take  any other action which would  cause  an     
adjustment to the Per Share Exercise Price;                                     

then,  and  in  any one or more of such cases, the Company  shall               
give written notice thereof, by registered mail, postage prepaid,               
to  the Holder at the Holder's address as it shall appear in  the               
Warrant  Register, mailed at least 15 days prior to (i) the  date               
as of which the holders of record of shares of Common Stock to be               
entitled  to  receive  any such dividend,  distribution,  rights,               
warrants, or other securities are to be determined, (ii) the date               
on  which any such reclassification, change of outstanding shares               
of  Common  Stock, consolidation, merger, sale, lease, conveyance               
of  property, liquidation, dissolution, or winding-up is expected               
to become effective, and the date as of which it is expected that               
holders of record of shares of Common Stock shall be entitled  to               
exchange their shares for securities or other property,  if  any,               
deliverable  upon  such reclassification, change  of  outstanding               
shares,   consolidation,  merger,  sale,  lease,  conveyance   of               
property,  liquidation, dissolution, or winding-up, or (iii)  the               
date of such action which would require an adjustment to the  Per               
Share Exercise Price pursuant to Section 5 hereof.                              

8.    Expenses of Issuance.  The issuance of any  shares  or          
other  securities  upon  the exercise of this  Warrant,  and  the               
delivery  of certificates or other instruments representing  such               
shares  or other securities, shall be made without charge to  the               
Holder  for any tax or other charge in respect of such  issuance.               
The  Company shall not, however, be required to pay any tax which               
may  be payable in respect of any transfer involved in the  issue               
and  delivery of any certificate in a name other than that of the               
Holder  and the Company shall not be required to issue or deliver               
any  such  certificate  unless and until the  person  or  persons               
requesting  the issue thereof shall have paid to the Company  the               
amount  of such tax or shall have established to the satisfaction               
of the Company that such tax has been paid.                                     

9.    Registration.  The Company shall register the  Warrant          
Shares  pursuant to Article 7 of the Debt Restructuring Agreement               
dated  May 19, 1997 by and between the Company and Melvin  Rosen,               
which is incorporated herein by this reference.                                 

10.   Legend.  Unless registered pursuant to the  provisions          
incorporated by reference in Section 9 hereof, the Warrant Shares               
issued  upon exercise of the Warrants shall be subject to a  stop               
transfer  order  and  the certificate or certificates  evidencing               
such securities shall bear the following legend:                                

THE   SECURITIES  REPRESENTED  BY   THIS          
CERTIFICATE  HAVE  NOT BEEN  REGISTERED  UNDER                
THE  SECURITIES ACT OF 1933, AS  AMENDED  (THE                
"ACT"),  OR  ANY APPLICABLE STATE  LAW.   THEY                
MAY   NOT   BE   OFFERED   FOR   SALE,   SOLD,                
TRANSFERRED      OR      PLEDGED       WITHOUT                
(1)   REGISTRATION  UNDER  THE  ACT  AND   ANY                
APPLICABLE  STATE  LAW,  OR  (2)  AN   OPINION                
(REASONABLY  SATISFACTORY TO THE  COMPANY)  OF                
COUNSEL THAT REGISTRATION IS NOT REQUIRED.                    

11.   Lost  or Stolen Warrants.  Upon receipt  of  evidence         
satisfactory  to the Company of the loss, theft, destruction,  or               
mutilation  of any Warrant (and upon surrender of any Warrant  if               
mutilated),  and  upon reimbursement of the Company's  reasonable               
incidental expenses, the Company shall execute and deliver to the               
Holder   thereof  a  new  Warrant  of  like  date,   tenor,   and               
denomination.                                                                   

12.  Status of Holder.  The Holder of any Warrant shall not         
have,  solely  on  account  of  such  status,  any  rights  of  a               
shareholder of the Company, either at law or in equity, or to any               
notice of meetings of shareholders or of any other proceedings of               
the Company, except as provided in this Warrant.                                

13.   Governing Law; Jurisdiction.  This Warrant  shall  be         
construed  in  accordance with the laws of the State  of  Florida               
applicable  to  contracts made and performed within  such  State,               
without  regard to principles of conflicts of law.   The  Company               
irrevocably  consents to the jurisdiction of the courts  of  Dade               
County, Florida and of the federal courts located in the Southern               
District  of Florida in connection with any action or  proceeding               
arising  out  of  or relating to this Warrant,  any  document  or               
instrument   delivered  pursuant  to,  in  connection   with   or               
simultaneously with this Warrant, or a breach of this Warrant  or               
any such document or instrument.                                                

Dated:  May 19, 1997                                                            

TEL-COM WIRELESS CABLE TV CORPORATION, a Florida corporation                    

/s/ Melvin Rosen                                                                
Melvin Rosen                                                            
President                                                               

FORM OF ASSIGNMENT                

(To  be  executed by the registered holder if such holder desires               

to transfer the attached Warrant.)                                              

FOR VALUE RECEIVED,                            hereby sells,          

assigns, and transfers unto                          a Warrant to               

purchase                       shares  of  Common  Stock  of  the               

Company,  par  value $.001 per share, together  with  all  right,               

title,   and   interest  therein,  and  does  hereby  irrevocably               

constitute and appoint                       attorney to transfer               

such  Warrant  on the books of the Company, with  full  power  of               

substitution.                                                                   

Dated:                                                                          

                                        Signature:

NOTICE                

The signature on the foregoing Assignment must correspond to          

the  name  as  written  upon the face of this  Warrant  in  every               

particular,  without  alteration or  enlargement  or  any  change               

whatsoever.                                                                     

To:  Tel-Com Wireless Cable TV Corporation                                      
[insert mailing address]                                              

ELECTION TO EXERCISE                

The  undersigned  hereby exercises his  or  its  rights  to         
purchase                  Warrant Shares covered  by  the  within               
Warrant  in accordance with the terms thereof, and requests  that               
certificates  for such securities be issued in the name  of,  and               
delivered to:                                                                   

(Print Name, Address and Social Security                
or Tax Identification Number)                 

and,  if  such  number of Warrant Shares shall  not  be  all  the               
Warrant  Shares covered by the within Warrant, that a new Warrant               
for  the  balance  of the Warrant Shares covered  by  the  within               
Warrant  be  registered  in the name of, and  delivered  to,  the               
undersigned at the address stated below.                                        

Dated:                             Name:                                        
     (Print)

Address:                                                                        

                   (Signature)

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D’ Filing		Date		Other Filings
		5/19/02
		5/19/98
		2/23/98
		9/30/97		10QSB
Filed on:		7/3/97
		6/4/97
		6/1/97
		5/19/97
		5/18/97
		3/31/97		10QSB,  10QSB/A
		3/1/97
		2/23/97
		1/21/97		10QSB/A
		12/31/96		10-K,  NT 10-K
		5/30/96
		2/23/96		8-K/A
		2/22/96
		12/31/95
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