5th Avenue Channel Corp – ‘10-K’ for 12/31/96

As of:  Wednesday, 4/30/97   ·   For:  12/31/96   ·   Accession #:  929061-97-6   ·   File #:  0-25896

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                        108±   489K 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     1      5K 

10-K   —   Annual Report
Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION                    
Washington, D.C.  20549                   
____________________                    

FORM 10-KSB                   

[X]  ANNUAL  REPORT  PURSUANT  TO SECTION  13  OR  15(d)  OF  THE               
SECURITIES EXCHANGE ACT OF 1934                                       

For the fiscal year ended December 31, 1996                           

[   ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d)  OF               
THE SECURITIES EXCHANGE ACT OF 1934                                   

For   the   transition  period  from   ______________   to        
______________                                                                  

Commission file number 0-25896                                        

Tel-Com Wireless Cable TV Corporation                   
(Exact name of registrant as specified in its charter)                    
   Florida                                            59-3175814
             (State of incorporation)                (I.R.S.Employer

Identification No.)                                                             
501 Grandview Avenue, Suite 201                                       
   Daytona             Beach,              Florida
32118                                                                           
  (Address   of   principal   executive   offices)
(Zip Code)                                                                      

Issuer's telephone number, including area code:  (904) 226-         
9977                                                                            

Securities registered pursuant to Section 12(g) of the Act:           

       Name of each exchange
Title of Class:         on which registered:                

Common Stock, par value            NASDAQ                           
$.001                                             
Common Stock Purchase             NASDAQ                          
Warrants                                            

Check whether the issuer (1) has filed all reports required         
to be filed by Section 13 or 15(d) of the Securities Exchange Act               
of  1934  during  the preceding 12 months (or  for  such  shorter               
period  that  the registrant was required to file such  reports),               
and (2) has been subject to such filing requirements for the past               
90 days.                                                                        

Yes  X        No                                                                

Check  if  there is no disclosure of delinquent  filers  in         
response to Item 405 of Regulation S-B contained in this form and               
no  disclosure  will  be contained, to the best  of  registrant's               
knowledge,   in   definitive  proxy  or  information   statements               
incorporated by reference in Part III of this Form 10-KSB or  any               
amendment to this Form 10-KSB.                                                  

Issuer's  revenues  for  its most recent  fiscal  year  are         
$459,185.                                                                       

The aggregate market value of the voting stock held by non-         
affiliates of the registrant based on the closing sale  price  on               
March 31, 1997, was approximately $2,196,212.                                   

The  approximate  number  of  shares  outstanding  of  the        
registrant's Common Stock as of April 11, 1997, was 2,196,212.                  

Transitional Small Business Disclosure Format: Yes                   No    X    
PART I                    

Item 1.  Business                                                               

General Development of Business                                                 

Historical Background                                                 

Tel-Com  Wireless Cable TV Corporation (the "Company")              
was organized as a Florida corporation on May 7, 1993, under                    
the name Tele Consulting Corp.  The Company changed its name                    
to  Tel-Com  Wireless Cable TV Corporation on  February  14,                    
1994.   The  Company is a developer, owner and  operator  of                    
wireless  cable television systems in the United States  and                    
abroad.    Wireless   cable  television   is   provided   to                    
subscribers by transmitting designated frequencies over  the                    
air  to  a  small  receiving antenna  at  each  subscriber's                    
location.  The Company provides television and related cable                    
services  for multiple dwelling units, commercial  locations                    
and   single  family  residences.   The  Company   commenced                    
operations in LaCrosse, Wisconsin, and surrounding areas  of                    
Minnesota  in September, 1994 and currently has no  wireless                    
cable  operations  in other domestic markets.   In  February                    
1996,  the  Company,  through  a  wholly-owned  Costa  Rican                    
subsidiary,  acquired  two  Costa  Rican  corporations   and                    
commenced wireless cable operations in the Republic of Costa                    
Rica. (See "Acquisitions.")  The Company's executive offices                    
are  located  at  501 Grandview Avenue, Suite  201,  Daytona                    
Beach, Florida 32118, and its telephone number is (904) 226-                    
9977.   The Company's business office in LaCrosse, Wisconsin                    
is  located  at  335 Lang Drive, LaCrosse, Wisconsin  54603,                    
telephone number (608) 782-4100; and its business office  in                    
Costa  Rica  is located at Calle 24, San Jose,  Costa  Rica,                    
telephone number (506) 226-9094.                                                

Financings                                                            

On  May  10, 1995, the Company raised net proceeds  of              
approximately  $5,300,000 from the sale of 1,150,000  shares                    
of  Common  Stock  and  warrants to purchase  an  additional                    
1,610,000  shares of Common Stock pursuant to  a  registered                    
public offering.                                                                

On   November  25,  1996,  the  Company  accepted   a             
Subscription Agreement for total of 500 shares of its Series                    
A Convertible Preferred Stock at a price of $1,000 per share                    
(the  "Preferred Shares"), 250 to Amber Capital  Corporation                    
and  250  to Investor Resource Services, Inc. (the "Buyers")                    
for  a  total  Subscription price of $500,000.   Each  Buyer                    
delivered  $50,000  at closing, and a  promissory  note  for                    
$200,000.  Each buyer paid an additional $50,000 against the                    
Note.  The balance of the Note, which was due on January 31,                    
1997, has not been paid, and the Company and the Buyers have                    
agreed   to   terminate  the  balance  of  the  Subscription                    
Agreements and cancel the Notes.                                                

In April, 1997, Aurora Capital purchased a total of 100               
shares of the Company's Series B Convertible Preferred Stock                    
for a total price of $100,000.                                                  

Acquisitions                                                          

On February 7, 1996, the Company signed two agreements              
for  the  acquisition of two companies  that  together  hold                    
certain  rights  for  the  exclusive  use  of  18  frequency                    
licenses granted, or for which applications are pending, for                    
broadcasting wireless cable services throughout the  country                    
of  Costa Rica (the "Costa Rica Acquisition").  The  Company                    
also  acquired certain related equipment and contracts  with                    
subscribers for pay television services.  Due to the age and                    
technical  obsolescence of the physical assets acquired,  no                    
value  was  assigned to any of the assets  acquired  by  the                    
Company  in  the Costa Rica Acquisition except  the  channel                    
licenses.  Virtually all of the assets have been disposed of                    
and  replaced  with  new equipment.  These  agreements  were                    
amended  and restated on February 22, 1996.  The closing  of                    
the two acquisitions was consummated on February 23, 1996.                      

Canal  19.   In  the first acquisition,  the  Company,              
through  Fepeca de Tournon, S.A., a new, wholly-owned  Costa                    
Rican  subsidiary  corporation of the  Company  ("Fepeca  de                    
Tournon,  S.A."), acquired from Melvin Rosen (the  "Seller")                    
all  of the outstanding shares of common stock of Televisora                    
Canal  Diecinueve,  S.A., a Costa Rican corporation  ("Canal                    
19") for a total purchase price of $3,000,000, $1,000,000 of                    
which  was paid at the closing, with the balance to be  paid                    
on  February 23, 1997, with interest thereon at the rate  of                    
3.6%  per  annum  payable  monthly.   The  payment  of  this                    
deferred amount is secured by all of the acquired shares  of                    
stock of Canal 19, Grupo Masteri, S.A., and Tele Plus,  S.A.                    
(see below).                                                                    

Among  the assets owned by Canal 19 are certain  rights               
to  licenses,  for which applications are pending  with  the                    
Republic  of  Costa  Rica, for the exclusive  use  of  three                    
"superband" television frequency channels (288-294 mHz, 300-                    
306  mHz,  312-318 mHz), and 12 microwave frequency channels                    
(2300-2325 mHz (4 channels), 2350-2375 mHz (4 channels), and                    
2400-2425 mHz (four channels). With respect to the  licenses                    
for  the  three superband frequencies, as part of the  Costa                    
Rica  Acquisition, Canal 19 was assigned the rights to these                    
licenses   from  Cable  Television  Yuda,  another   company                    
controlled  by  the Seller.  Although the Company  does  not                    
anticipate  any obstacles to final approval, the  assignment                    
of  these  licenses  requires approval by  the  Costa  Rican                    
authorities.   The  transfer  of  these  licenses  has  been                    
recommended by administrative resolution dated November  24,                    
1995,  and  operation of the licenses was  authorized  by  a                    
confirmation dated February 3, 1996.  Final approval of  the                    
transfer  of  these  licenses is  pending.  The  Company  is                    
currently   broadcasting   cable  programming   over   these                    
channels.                                                                       

With respect to the microwave frequencies, the Company              
has  been  advised that, at the time of the  acquisition  of                    
Canal  19,  the  Costa Rican authorities  had  preliminarily                    
allocated  three microwave frequency licenses to  Canal  19.                    
Each  frequency  license  has the  technical  capability  of                    
serving  four  television channels.  These frequencies  were                    
reserved   in   favor  of  Canal  19  by  an  administrative                    
resolution   on  February  11,  1995.   Operation   of   the                    
frequencies  was  authorized by a  special  confirmation  on                    
February 2, 1996.  Canal 19 has applied for the granting  of                    
these  microwave  licenses by concession.  This  application                    
has   received  preliminary  approval  by  the  Costa  Rican                    
authorities.   Although the Company does not anticipate  any                    
obstacles to final approval, final approval of the  licenses                    
is  currently pending.  Notwithstanding final approval,  use                    
of  these  microwave  frequency licenses  by  Canal  19  for                    
broadcasting  cable  programming  will  require   additional                    
authorization  by the Costa Rican government.   The  Company                    
has  only recently been advised of this additional  step  in                    
the  approval process.  The additional governmental approval                    
required  to broadcast cable programming over these channels                    
may  substantially  delay the use of such  channels  by  the                    
Company.  The Company has no present plans to utilize  these                    
channels.                                                                       

Canal  19  also  holds the license for  the  broadcast              
rights over UHF channel 19, which the Company has agreed  to                    
transfer back to the Seller to permit the Seller to continue                    
operating  his  broadcast  business  under  that  frequency.                    
Until  such  time  as  the  transfer  of  this  license   is                    
completed, the Company has agreed to cause Canal 19 to allow                    
the  Seller  to operate a broadcast business using  the  air                    
time for the UHF channel 19 frequency.                                          

Grupo Masteri.  In the second acquisition, the Company,               
through  Fepeca de Tournon, S.A., acquired from  the  Seller                    
all  of  the  outstanding shares of common  stock  of  Grupo                    
Masteri,  S.A., a Costa Rican corporation ("Grupo"),  for  a                    
total  purchase price of $1,000,000 paid at the  closing  in                    
the  form  of  121,212 restricted shares  of  the  Company's                    
common  stock,  which represented approximately  6%  of  the                    
Company's  outstanding  common stock  at  the  time  of  the                    
acquisition.   The  assets  owned  by  Grupo  included   the                    
exclusive  use of three UHF frequency licenses (Channel  56:                    
722-728  mHz; Channel 58: 734-740 mHz; and Channel 60:  746-                    
752 mHz), transmitting and receiving equipment for operation                    
of  three  pay  television channels,  other  equipment,  and                    
approximately  1,700  active subscribers  to  one  to  three                    
channels  of  pay television services.  Due to the  age  and                    
technical  obsolescence of the physical assets  acquired  in                    
the Costa Rica Acquisition, the Company assigned no value to                    
such assets.  Virtually all of the physical assets have been                    
disposed of and replaced with new equipment.                                    

TelePlus.  The Company operates its wireless cable pay              
television  business in Costa Rica through  another  wholly-                    
owned   subsidiary  corporation  known  as  TelePlus,   S.A.                    
("TelePlus").  The Company acquired TelePlus from Seller  on                    
February 23, 1996, and, in consideration thereof, agreed  to                    
pay  Seller a lump sum amount equal to $50 times the  number                    
of subscribers under contract with TelePlus in excess of the                    
1,700  subscribers purchased from Seller at a date  one  (1)                    
year  after  TelePlus  has six (6) pay  television  channels                    
broadcasting to the public.  TelePlus began broadcasting six                    
(6)  pay  television channels in October, 1996.   Currently,                    
TelePlus  has  approximately  3,000  subscribers.   TelePlus                    
leases the air-time for the broadcast channels from Canal 19                    
and  Grupo and has acquired subscriber contracts and certain                    
physical   assets,  consisting  primarily  of   transmission                    
equipment  and subscriber reception equipment,  from  Grupo.                    
The  Company currently broadcasts cable programming over six                    
channels  in the Costa Rica System and has no present  plans                    
to use the twelve additional microwave channels.                                

Rosen  Debt.   On February 12, 1997, the  Company  and              
Seller   entered   in  an  agreement   providing   for   the                    
restructuring of the note given by the Company to Seller  as                    
payment for the acquisition of Canal 19.  This agreement was                    
amended  and  restated by a letter agreement dated  February                    
21,  1997.  The agreement, as amended and restated, provided                    
for  the  Company  to  make  a payment  of  $625,000  toward                    
reduction of the principal balance of the note on or  before                    
March  7,  1997.   The  remaining  principal  balance,  plus                    
accrued  interest  thereon, was to  be  paid  on  or  before                    
February 23, 1998, provided that, with an additional payment                    
of $100,000, the Company could extend such maturity date for                    
an additional period of 6 months.  The Company paid Seller a                    
deposit   of   $50,000  on  February  24,  1997,   and,   as                    
consideration for the restructuring of the Note,  agreed  to                    
issue  to Mr. Rosen 100,000 shares of its common stock,  par                    
value $.001 per share, having certain piggyback registration                    
rights.   The $50,000 deposit was to be applied  toward  the                    
principal  balance of the note; provided, however,  that  if                    
the  $625,000  principal deduction payment  was  not  timely                    
paid,  Seller could retain such deposit.  The Company failed                    
to  pay the $625,000 payment, the $50,000 was retained  and,                    
on April 2, 1997, Seller declared the Note to be in default.                    

On April 14, 1997, the Company entered into a letter of               
understanding with the Seller for the restructuring  of  the                    
$2  million debt into a convertible debenture to  mature  in                    
twelve (12) months with interest to accrue at 12% per  annum                    
(7%  to  be  paid monthly in arrears and 5% to  be  paid  at                    
maturity).  The principal amount of the debenture will be $2                    
million plus certain expenses owed or reimbursable to Seller                    
at  the  issue  date  of the debenture.   At  the  Company's                    
option,  $1  million of this amount may be extended  for  an                    
additional  period of twelve (12) months  with  interest  to                    
accrue  on  such  amount at 15% per annum  (8%  to  be  paid                    
monthly  in  arrears and 7% to be paid  at  maturity).   The                    
Seller  will  have the option, exercisable  within  six  (6)                    
months  of  the  issue date of the debenture,  to  elect  to                    
extend  the maturity date of the debenture for an additional                    
twelve (12) months, in which event, commencing on the  first                    
day  of  the  thirteenth month after the issue date  of  the                    
debenture,  one-half  of the principal  amount  will  accrue                    
interest at 12% per annum (7% to be paid monthly in  arrears                    
and 5% to be paid at maturity) and one-half of the principal                    
amount will accrue interest at 15% per annum (8% to be  paid                    
monthly in arrears and 7% to be paid at maturity).                              

As  consideration for this debt restructuring,  Seller              
will  (i)  be issued 180,000 shares of the Company's  Common                    
Stock  with piggy back registration rights; (ii) be entitled                    
to  nominate  two  (2)  members to the  Company's  Board  of                    
Directors  until  such  time as  Seller  has  exercised  the                    
conversion rights under the debenture; and (iii)  receive  a                    
release from any liability in connection with the Costa Rica                    
Acquisition.                                                                    

The  debenture will be convertible by Seller into  the              
Company's  Common  Stock at any time after  the  issue  date                    
prior  to  payment of the debenture on at least thirty  (30)                    
days'  advance notice to the Company.  The conversion  price                    
is  equal  to  the lesser of (a) $1.00 per share  of  Common                    
Stock or (b) a price per share of Common Stock equal to  the                    
average of the closing "bid" for the Company's Common  Stock                    
as  reported  on  NASDAQ  for  the  five  (5)  trading  days                    
immediately prior to the conversion date.  The Company  also                    
will  reserve  for  issuance upon  conversion  a  sufficient                    
number  of  shares  of Common Stock and will  register  such                    
reserved  shares  and  maintain  an  effective  registration                    
statement  for  such shares for a period of twenty-six  (26)                    
months.                                                                         

The  Seller will have the option to the return of  the              
twelve  microwave frequency licenses held  by  Canal  19  in                    
exchange  for the Company's use of part of Seller's  Channel                    
19  offices for an additional sales office and the provision                    
to  the Company of approximately $25,000 to $30,000 per year                    
in advertising on Channel 19 for up to five (5) years.                          

If  the Company defaults in its obligations under  the              
debenture, then Seller will be entitled to a transfer of all                    
stock  of Canal 19, Grupo, and TelePlus and to the right  to                    
purchase all capital assets of the Company in Costa Rica for                    
fair market value.                                                              

The  Company and Seller are currently negotiating  and              
drafting  the terms of definitive agreements to reflect  the                    
terms   of  the  preliminary  understanding.   Pending   the                    
execution  of  definitive agreements, Seller has  agreed  to                    
abate  any proceedings or remedies for default of the  debt.                    
While  the  Company is optimistic that definitive agreements                    
on the terms described above will be executed in due course,                    
no assurance thereof can be given.                                              

Business of the Company                                                         

Principal Services and Markets                                        

LaCrosse.  The Company's business began on August  24,              
1993, when the Company entered into an agreement (the "Lease-                   
Purchase  Agreement")  with  Grand  Alliance  LaCrosse   (F)                    
Partnership and Home/Systems Joint Venture, which ultimately                    
provided  for  the  lease  and purchase  of  seventeen  (17)                    
commercial   channel   licenses  and  certain   transmitting                    
equipment  in  LaCrosse, Wisconsin (the "LaCrosse  System").                    
The  Lease-Purchase Agreement also provided for the sublease                    
and assignment to the Company of a 10-year lease of space on                    
a  transmission tower.  The tower lease includes the use  of                    
the tower, transmitter building, and space for the Company's                    
exterior  concrete pad, which supports the  Company's  three                    
satellite dish receivers.                                                       

Pursuant to the Lease-Purchase Agreement, the  Company              
made  an  initial deposit of $25,000 upon signing,  expended                    
approximately  $40,000  to install three  transmitters,  and                    
made  a  final lump-sum payment of $400,000 in August  1994.                    
Transmission  facility  construction obligations  under  the                    
Lease-Purchase Agreement were satisfied (i) by  the  $40,000                    
payment to construct the transmitters, (ii) as part  of  the                    
Company's final lump-sum payment of $400,000, and  (iii)  by                    
the  construction by the Company of transmission  facilities                    
for  11  channels.  Construction was funded through  private                    
financing  transactions in August and  December  1994.   The                    
Lessors  subsequently transferred ownership of  all  of  the                    
licenses to the Company for $100, and the FCC approved  such                    
transfer in March 1996.                                                         

FCC licenses for wireless cable channels generally must               
be renewed every 10 years, and there is no automatic renewal                    
of  such  licenses.  The channel licenses now owned  by  the                    
Company  expire at different times, with the first  expiring                    
beginning  in  2001.  Channel licenses are subject  to  non-                    
renewal,  revocation or cancellation for violations  of  the                    
Communications  Act of 1934, as amended (the  "Communication                    
Act") or the FCC's rules and policies.  The termination  of,                    
or  failure  to renew, a channel lease would result  in  the                    
Company's being unable to deliver television programming  on                    
any such channel and could have a material adverse effect on                    
the Company.                                                                    

The Company began transmitting programming in LaCrosse              
in  December 1994 and, as of March 1, 1997, the Company  had                    
approximately  1,300  subscribers in  the  LaCrosse  System.                    
There  are  approximately  100,000  households  within   the                    
LaCrosse  System's  25-mile  signal  pattern.   The  Company                    
currently  offers  22  channels  in  the  LaCrosse   System,                    
consisting of 17 wireless cable channels and 5 local off-air                    
(VHF/UHF) broadcast channels.                                                   

The Company has also entered into lease agreements for              
ITFS  excess  capacity for four channels with  each  of  the                    
Shekinah Network and the Morningstar Educational Network for                    
use  in  the  LaCrosse  System.  These companies  have  been                    
granted  licenses  by the FCC for rights to  such  channels.                    
The  terms  of such leases expire 10 years from the  license                    
grant  date  and provide for the negotiation  of  new  lease                    
agreements upon the expiration of the initial 10-year terms.                    
The  failure  to  add such licenses to the  LaCrosse  System                    
could  have  a  material adverse effect on  the  Company  if                    
additional  channels become necessary to compete effectively                    
with   hardwire   cable   and  direct  broadcast   satellite                    
providers.                                                                      

In  the event the Company is ultimately successful  in              
leasing any ITFS channels, each must be used a minimum of 20                    
hours  per  week for educational programming.  The remaining                    
"excess  air  time" on an ITFS channel may be  used  by  the                    
Company  without further restrictions (other that the  right                    
of  the ITFS license holder, at its option, to recapture  up                    
to  an  additional  20  hours  of  air  time  per  week  for                    
educational  programming).  Certain programs  (e.g.,  C-SPAN                    
and  The  Discovery Channel) may qualify as educational  and                    
thereby  permit full-time usage of an ITFS channel.  Lessees                    
of  ITFS  "excess  air time" generally  have  the  right  to                    
transmit  to  their subscribers the educational  programming                    
provided  by  the  lessor  at  no  incremental  cost.    FCC                    
regulations also permit ITFS licensees to meet all of  their                    
minimum educational programming requirements using only  one                    
channel.  If the Company is successful in leasing the  eight                    
ITFS  channels  for the LaCrosse System, two of  these  ITFS                    
channels could be used by the lessors solely for educational                    
programming,  with the remaining six channels  available  to                    
the   Company  without  restriction.   In  such  event,  the                    
Company,  if it elects to use these additional channels  and                    
has  the  capital  resources available to acquire  necessary                    
broadcast  equipment, would increase the number  of  premium                    
and movie channels available in the LaCrosse System.                            

Costa Rica.  The Company acquired certain rights to up              
to  eighteen pay television broadcast channels in Costa Rica                    
in February 1996 (the "Costa Rica System").  Three  channels                    
are  UHF  frequencies (Channels 56, 58, and 60); three   are                    
"superband"  frequencies (channels  35,  37,  and  39);  and                    
twelve  are microwave frequencies similar to those  used  in                    
the LaCrosse System.  At the time the Company acquired these                    
licenses,  the  three  "superband"  channels  were  in  full                    
operation  broadcasting a scrambled signal of pay television                    
programming to approximately 1,700 subscribers.  The Company                    
currently  broadcasts  pay television programming  over  the                    
three "superband" channels and the three UHF channels in the                    
Costa  Rica  System, and has no present  plans  to  use  the                    
additional twelve microwave channels.  The twelve  microwave                    
channels were to be maintained for future expansion  of  the                    
system, but will be transferred to Melvin Rosen pursuant  to                    
the Rosen Agreement (See "Acquisitions - Rosen Debt" above).                    

The  Company's transmission equipment is located on  a              
leased tower site on a mountaintop approximately 12,000 feet                    
above  sea level and 10,000 feet above the San Jose  Central                    
Valley.    From  this  site,  the  Company  is  capable   of                    
broadcasting its UHF signals over a radius of more than  100                    
miles.                                                                          

As  of  March  31, 1997, the Company had approximately              
3,000  subscribers  in  the Costa Rica  System.   There  are                    
approximately  750,000 line-of-site households  in  the  San                    
Jose  Central  Valley that are reachable from the  Company's                    
present    transmission   facility,   and   an    additional                    
approximately 150,000 households in the remaining regions of                    
Costa  Rica  that the Company could service from  additional                    
transmission  facilities.  All 6  of  the  channel  licenses                    
owned  by the Company may be used exclusively by the Company                    
anywhere in the entire nation of Costa Rica.                                    

The Costa Rica market comprises a total population  of              
approximately  3,350,000  people  in  approximately  900,000                    
separate  households.   In  the Central  Valley,  there  are                    
presently  22  VHF and UHF broadcast channels.   While  most                    
programming  is  in  Spanish, a  number  of  channels  offer                    
English  and other foreign-language programs for  the  large                    
number of expatriate residents of, and foreign visitors  to,                    
Costa Rica.                                                                     

Marketing                                                             

The Company utilizes media advertising, telemarketing,              
direct  mail,  and door-to-door marketing  to  increase  its                    
subscriber  base both in the LaCrosse System and  the  Costa                    
Rica  System.   The Company also intends to run  promotional                    
pricing  campaigns  and take advantage of  public  relations                    
opportunities.   The   Company  emphasizes   price-to-value,                    
reliability   of   service,  quality  and   reliability   of                    
equipment, and picture quality in its marketing programs.                       

LaCrosse.  With respect to price-to-value relationship,               
the Company believes that it is offering its LaCrosse System                    
subscribers competitive pricing.  Subscription fees start at                    
$23.50  per month for basic programming, including a premium                    
movie  channel, and the Company anticipates charging  $7-$10                    
per  month for additional premium and movie channels.   Pay-                    
per-view stations may be made available in the future at  an                    
additional  charge.  Specially-priced packages may  also  be                    
made  available, and pricing during promotional periods  may                    
also  be  lower.   Installation  fees  average  $40.00   per                    
subscriber  and range from $9.95 (for promotional  specials)                    
to  $150.00 (for distant subscribers who require larger  and                    
more  expensive receiving antennas). The two hard-wire cable                    
companies in LaCrosse currently offer installation  for  $10                    
to  $60,  basic subscription service for approximately  $36,                    
premium  stations  for  $12 each, and broadcast  programming                    
over   28  and  40  channels,  respectively.  Although   the                    
Company's   standard  programming  package  includes   fewer                    
channels,  one  of  the  hard-wire cable  companies  in  the                    
LaCrosse  market is currently charging $34.00 per month  for                    
its  equivalent  programming package,  as  compared  to  the                    
$23.50  currently  charged by the Company.   Cable  customer                    
charges  are subject to a 5% local franchise tax.   Wireless                    
cable  customers do not have to pay any franchise tax.   The                    
Company  tries to focus its customers on the value  received                    
for the price paid and believes its product/pricing offers a                    
competitive choice.                                                             

Costa Rica.  The Company currently offers six channels              
of  pay  television  in Costa Rica (HBO Ole,  Cinemax,  Sony                    
Entertainment,   Warner   Brothers   Network,   Fox   Sports                    
International, and Discovery Channel.  Movies generally  are                    
in   English   with  Spanish  subtitles.    Most   remaining                    
programming  is  in Spanish.  Each subscriber   receives  an                    
addressable set-top converter and a remote control which  is                    
also  able to operate the 22 off-air channels available  for                    
reception.   Installation costs average  approximately  $20.                    
Antennas  and converters are leased, with the cost  included                    
in  the monthly subscription fee.  Monthly subscription fees                    
for the Costa Rica System are currently approximately $15 to                    
$19.50 per month, depending on the programming package.  The                    
Company  believes  that it provides a  high-quality,  price-                    
competitive alternative to hard-wire cable services in Costa                    
Rica.  These services are marketed primarily to the Spanish-                    
speaking  indigenous  population who are  attracted  to  the                    
Company's lower-priced, value alternative.                                      

In both systems, the Company focuses on the reliability               
of  its  service  in  its marketing  efforts.   The  Company                    
provides  24-hour-per-day service, with rapid response  time                    
on  incoming telephone calls, uniformed field personnel, and                    
flexible installation scheduling.  Additionally, the Company                    
emphasizes  its picture quality and the reliability  of  its                    
wireless  transmission.  Within its signal coverage pattern,                    
the  Company  believes  that  the  picture  quality  of  the                    
Company's service is as good or better than that received by                    
hard-wire  cable  subscribers because, absent  any  line-of-                    
sight  obstruction,  there is less  opportunity  for  signal                    
degradation  between transmitter and the subscriber.   Also,                    
wireless  cable service has proven very reliable,  primarily                    
due to the absence of certain distribution system components                    
that  can  fail and thereby cause outages.  The Company  has                    
positioned  itself as a reliable, cost-effective alternative                    
to traditional hard-wire cable operations.                                      

Hardware                                                              

A  number  of  reputable  manufacturers  produce  the             
equipment  used in wireless cable systems, from transmitters                    
to  the  set-top  converters which feed the  signal  to  the                    
television  set.  Because the signal is broadcast  over  the                    
air directly to a receiving antenna, wireless cable does not                    
experience  the problems caused by amplifying  signals  over                    
long   distances   experienced  by   some   hardwire   cable                    
subscribers.   This is particularly the case  for  a  signal                    
delivered  over longer distances.  Amplification of  signals                    
can  lead  to  greater  signal  noise  and,  accordingly,  a                    
grainier   picture   for   some  subscribers.    Also,   the                    
transmission  of  wireless signals is  not  subject  to  the                    
problems caused by deteriorating underground cables used  in                    
conventional  systems.  As  a  result,  wireless  cable   is                    
sometimes more reliable than conventional cable, and picture                    
quality is generally equal to or better than ordinary cable.                    
In  addition,  extreme weather conditions typically  do  not                    
affect  wireless  cable transmitters,  so  customers  seldom                    
experience outages sometimes common to conventional cable.                      

In  Costa  Rica, the Company anticipates  even  greater               
market penetration than in the United States because of  the                    
absence  of  significant hard-wire cable  services  and  the                    
impediment of significant costs to install cabling to expand                    
their  geographic service areas.  Unlike the  United  States                    
where  hard-wire cable has been in existence and established                    
for many years and cable infrastructure is in place, no such                    
wide-ranging infrastructure is in place in Costa  Rica,  and                    
the  Company  believes its ability to  provide  quality  pay                    
television services by wireless transmission will be a  very                    
competitive alternative or the only alternative in the  many                    
areas not serviced by hard-wire cable.                                          

Several  large  U.S.  wireless  cable  providers  are             
currently converting to digital compression equipment, which                    
allows  several  programs to be carried  in  the  amount  of                    
bandwidth   where   only  one  program   is   carried   now.                    
Manufacturers have equipment with compression ratios as high                    
as 16 to 1, although compression ratios of 6 to 1 or 10 to 1                    
are  more  common.   At such time as the  Company  is  in  a                    
position  to  deploy  digital  compression  technology,  the                    
Company  will  be  able  to increase  its  channel  capacity                    
several  fold without having to acquire additional frequency                    
licenses  in both its U.S. markets and Costa Rica.   Digital                    
compression technology would permit the Company to offer  as                    
many   or   more   programming  options  as  its   hard-wire                    
competitors.   Presently,  the  Company  does  not   believe                    
digital  compression technology will affect its  competitive                    
position in either of its markets.                                              

Digital  capability ultimately will  be  essential  for               
wireless cable to compete with hard-wire cable.  The ability                    
to  offer  substantially more programming utilizing existing                    
wireless  cable channel capacity is dependent on effectively                    
deploying digital technology.  Digital technology  has  only                    
recently become commercially available to the wireless cable                    
industry.   The  Company does not expect, for financial  and                    
other  reasons, to be able to deploy such technology in  its                    
existing systems for several years.  It is expected that, at                    
such time as the Company may deploy digital technology,  the                    
cost  of  digital equipment will be closer to  the  cost  of                    
analog equipment.  Future systems may be able to be launched                    
with  compression  from the start, thereby  eliminating  the                    
need  to  remove older equipment.  There can be no assurance                    
that the Company will have the financial resources to deploy                    
digital   technology  successfully  or  that  cost-effective                    
digital equipment will be available to the Company.  Failure                    
by  the  Company to deploy digital technology could  have  a                    
material  adverse  effect  on  its  operating  results   and                    
business expansion.                                                             

Competition                                                           

The  pay  television  industry is highly  competitive.              
Wireless   cable  television  systems  face  or   may   face                    
competition from several sources, including established hard-                   
wire cable companies.                                                           

Wireless cable programming is transmitted through  the              
air  via  microwave  frequencies that  generally  require  a                    
direct "line-of-sight" from the transmitter facility to  the                    
subscriber's receiving antenna.  In communities  with  dense                    
foliage, hilly terrain, tall buildings or other obstructions                    
in  the  transmission path, transmission may be  blocked  at                    
certain  locations or require additional repeater  equipment                    
to  circumvent  such  obstructions.   Traditional  hard-wire                    
cable  systems deliver the signal to a subscriber's location                    
through a network of coaxial cable and amplifiers and do not                    
require   a  direct  line-of-sight  for  transmission   and,                    
therefore, may have a competitive advantage over the Company                    
in  those  areas  where  the  reception  of  wireless  cable                    
transmissions is difficult or impossible.  In the Costa Rica                    
System,  however,  the  Company is not  broadcasting  its  6                    
channels over microwave frequencies, so the Company  has  no                    
requirement for "line of sight" transmission and  can  reach                    
virtually all households within the signal pattern.                             

Since  wireless  cable  systems  do  not  require  an             
extensive  network  of  coaxial cable  and  amplifiers,  the                    
systems'   capital   cost   per  installed   subscriber   is                    
significantly  less than that for hard-wire  cable  systems.                    
In  addition, operating costs of wireless cable systems  are                    
generally  lower  than those of comparable  hard-wire  cable                    
systems  due  to lower network maintenance and  depreciation                    
expense.  As a result of lower capital and operating  costs,                    
the  Company is able to charge less for its standard service                    
packages  than  the  amount charged for  comparable  service                    
provided  by  hard-wire  cable  system  operators,   thereby                    
enhancing the Company's competitive position.                                   

U.S. wireless cable programming can only be transmitted               
on  the frequencies made available for wireless cable by the                    
FCC.   Currently, the number of channels of cable television                    
programming  that  can be provided to  subscribers  of  U.S.                    
wireless cable systems is limited to 33.  Costa Rica has  no                    
such  limits, but, other than the frequencies owned  by  the                    
Company,  there are no other frequencies currently available                    
for acquisition.  Hard-wire cable systems are not limited in                    
this  regard  and  frequently offer more channels  of  cable                    
television  programming than wireless  cable  systems.   The                    
LaCrosse System competes with two hard-wire cable companies,                    
which  currently offer 28 and 40 channels, respectively,  to                    
their  subscribers compared to the 22 channels  the  Company                    
currently offers.  The Costa Rica System currently offers  6                    
pay  channels and the three local hard-wire cable  companies                    
offer  from  36 to 40 channels, approximately  one-third  of                    
which  are re-broadcast of local, off-air programming.   The                    
Company believes that, with its 22 off-air channels  plus  6                    
pay  channels,  its  channel line-up and  service  is  price                    
competitive.                                                                    

U.S. programming is generally available to traditional              
hard-wire  and  wireless  operators  on  comparable   terms,                    
although operators that have a smaller number of subscribers                    
often  are  required  to  pay  higher  per-subscriber  fees.                    
Accordingly,  operators  in  the  initial  operating   stage                    
generally  pay  higher programming fees on a per  subscriber                    
basis.    In   Costa  Rica,  there  are  fewer   programming                    
alternatives  than  in  the  U.S.  but  there  are  still  a                    
substantial  number  of Spanish-language  and  international                    
programs available.  The Company offers a package of what it                    
believes  to  be the most desirable program alternatives  in                    
Costa Rica.                                                                     

Unlike  hard-wire operators, wireless cable  operators              
who  don't hold licenses to the frequencies in their markets                    
have  to  lease  the wireless cable channels on  which  they                    
transmit  their  programming from channel  license  holders.                    
Leases  generally require the Operator to pay the  lessor  a                    
fee   based   on  a  percentage  of  subscription  revenues,                    
averaging  approximately  5%,  or,  if  greater,  a  minimum                    
monthly  fee.  Although hard-wire operators do not  have  to                    
lease channels, they do have to pay franchise fees generally                    
on  all  gross  revenues  from cable system  operations  (as                    
compared  to  only  subscription revenues  in  the  case  of                    
wireless  cable), typically in the range of  3%  to  5%,  an                    
expense that is not incurred by wireless operators.                             

Certain hard-wire cable operators have announced their              
intention to develop interactive features for use  by  their                    
subscribers, such as shopping via video catalogs and playing                    
video  games  with neighbors. Interactive services  are  not                    
currently   available  for  wireless  cable.   The   Company                    
believes  that  the  same manufacturers  who  currently  are                    
developing digital compression converters for both hard-wire                    
and  wireless  cable  will  also make  new  developments  in                    
interactivity available to both industry segments.  The  FCC                    
has  designated a return path channel for use in  connection                    
with  interactive and Internet services which may be offered                    
by  wireless cable operators.  The Company believes that, if                    
it is economically feasible to do so, wireless cable systems                    
can  include two-way interactivity.  However, to the  extent                    
such services are available on hard-wire cable systems,  but                    
not  available on wireless cable systems, the Company  could                    
be  at  a  competitive disadvantage.  The Company  does  not                    
anticipate demand for interactive services in Costa Rica for                    
several  years as technology demand in Costa Rica is  behind                    
that in the U.S.                                                                

In the LaCrosse market, two traditional hard-wire cable               
companies are the Company's primary direct competitors.  The                    
Company  estimates  that  within  its  signal  pattern   for                    
LaCrosse,  over  60% of the households are  hard-wire  cable                    
subscribers.  The two hard-wire cable companies in  LaCrosse                    
currently offer 28 and 34 channels, respectively,  to  their                    
subscribers   compared  to  the  22  channels  the   Company                    
currently  offers.   Of the approximately 100,000  potential                    
subscribers  within  the LaCrosse System's  signal  pattern,                    
approximately  20,000 are currently not wired for  hard-wire                    
cable  and  approximately 20,000 more have  access  to  such                    
services  but are not subscribers.  The Company is directing                    
its principal marketing efforts toward potential subscribers                    
who  are  either not wired for hard-wire cable  or  are  not                    
presently hard-wire cable customers.                                            

In Costa Rica, three hard-wire cable companies are the              
Company's   primary,   direct  competitors.    The   Company                    
estimates  that  within its signal pattern for  Costa  Rica,                    
fewer  than  20%  of  the  households  are  hard-wire  cable                    
subscribers  and no more than an additional 10% have  access                    
to  hard-wire  cable  services.  The three  hard-wire  cable                    
companies in Costa Rica currently offer up to 46 (11  local,                    
35  international), 48 (13 local, 35 international), and  36                    
(9  local,  27  international) channels,  respectively,  and                    
charge   approximately  $22,  $25,  and   $23   per   month,                    
respectively, for basic programming (movies are additional),                    
and  approximately  $15,  $23, and  $23,  respectively,  for                    
installation services.  None offers pay-per-view programming                    
or   addressable  converters.   All  three  companies  offer                    
discounts  for  long-term contracts.  The Company  offers  a                    
package  of  28 channels (22 local off-air, 6 international)                    
for  a  monthly  fee  of  approximately  $15  to  $20,  plus                    
installation.   Based  on the Company's existing  subscriber                    
base of approximately 3,000 households that presently pay an                    
average of $18 per month for six channels of programming and                    
the  very  limited penetration of hard-wire cable into  this                    
market,  the  Company  believes that it  has  a  competitive                    
programming alternative to hard-wire cable.                                     

In   addition   to   competition  from   traditional,             
established  hard-wire  cable television  systems,  wireless                    
cable television operators face competition from a number of                    
other  sources.  Premium  movie services  offered  by  cable                    
television  systems have encountered significant competition                    
from  the  home  video cassette recorder industry,  a  major                    
participant in the television program delivery industry.  In                    
addition, in areas where several off-air television stations                    
can  be  received  without the benefit of cable  television,                    
cable  television systems also have experienced  competition                    
from  the  availability of broadcast signals  generally  and                    
have  found  market  penetration to be more  difficult.   In                    
particular,  in  Costa  Rica, there are  over  20  broadcast                    
channels  available  in  the San Jose  central  valley.   In                    
addition  to  the  foregoing, wireless  cable  systems  face                    
potential  competition from emerging trends and technologies                    
in   the  cable  television  industry,  including  satellite                    
receivers,  direct broadcast satellite, telephone companies,                    
satellite  master antenna television, and local  multi-point                    
distribution services.  Many of these newer technologies are                    
not  available  in Costa Rica and may not be  available  for                    
several  years  because the demand for technology  in  Costa                    
Rica lags behind that of the United States.                                     

Satellite receivers are generally seven to twelve foot              
dishes  mounted  in  the  yards  or  on  the  roof  tops  of                    
subscribers to receive a wide range of television and  radio                    
signals from orbiting satellites. Their popularity has  been                    
reduced  due to scrambling, which requires users to purchase                    
decoders  and  pay for programming.  Although these  systems                    
are  capable of delivering over 100 channels of programming,                    
equipment  and  connection currently  cost  $1,000-  $2,000.                    
Satellite  receivers are popular in Costa Rica in  wealthier                    
and  outlying communities but do not represent a significant                    
share of the market.                                                            

Direct  broadcast  satellite  ("DBS")  involves   the             
transmission of an encoded signal directly from a  satellite                    
to  the  home user using a relatively small (12 to 36  inch)                    
dish  mounted  on a rooftop or on the ground.  DBS  services                    
are  capable of delivering over 100 channels of programming.                    
Such  services currently cost $200-$1,000 for equipment  and                    
connection,  and  average approximately $35  per  month  for                    
access  to basic programming.  Local broadcast channels  are                    
not currently offered by DBS.                                                   

The United States Congress recently passed legislation              
permitting  local  telephone exchange carriers  ("LECs")  to                    
provide  video programming directly to subscribers in  their                    
telephone  service areas.  LEC delivery of video programming                    
will  likely  require  extensive deployment  of  fiber-optic                    
transmission    facilities   and/or   highly   sophisticated                    
electronics and substantial capital investment.  The Company                    
believes that numerous regulatory and technological  hurdles                    
to  the successful implementation of telephone video service                    
remain.                                                                         

Satellite  master antenna television  ("SMATV")  is  a              
multi-channel  television  service  for  multiple   dwelling                    
units.  SMATV  operates under an agreement  with  a  private                    
landowner to service a specific multiple dwelling unit, such                    
as  an apartment complex.  The FCC has recently amended  its                    
rules   to   provide   point-to-point  delivery   of   video                    
programming  by  SMATV  operators and other  video  delivery                    
systems in the 18 gHz band.                                                     

Off-air  local broadcasts (e.g., ABC, NBC,  CBS,  Fox,              
UPN, WB, and PBS) provide a free programming alternative  to                    
the  U.S.  public.  Federal legislation requires  the  prior                    
consent  of  certain off-air broadcasters for retransmission                    
of  their signals over wireless cable systems.  The  Company                    
does  not  anticipate that it will have difficulty obtaining                    
necessary consents.                                                             

The FCC has proposed certain rules to reallocate the 28               
gHz  band to create a new video programming delivery service                    
referred  to  as  local  multi-point  distribution   service                    
("LMDS").   If adopted as proposed, such rules  would  allow                    
for  the entry into each market of at least two new wireless                    
video  program  distributors with access to  upwards  of  49                    
channels  each.  If LMDS is adopted by the FCC, the  Company                    
does  not  anticipate licensing and system construction  for                    
several  years.   Significant opposition to  LMDS  currently                    
exists including opposition from the National Aeronautics  &                    
Space  Administration  ("NASA")  claiming  that  LMDS   will                    
interfere with the transmission to NASA satellites.                             

Sources of Programming                                                          

LaCrosse.    The  Company  currently   arranges   for             
programming from three sources for the LaCrosse System:  (i)                    
broadcasters  of  off-air (VHF/UHF)  signals,  (ii)  an  NBC                    
affiliate station for the retransmission of its signal,  and                    
(iii)  suppliers  of  programming typically  broadcast  over                    
cable  systems.   Programming from off-air  broadcasters  is                    
negotiated on a case-by-case basis and may be available  for                    
no charge or for a minimal royalty payment.  The VHF and UHF                    
broadcasters in LaCrosse, Wisconsin (CBS, ABC, FOX, PBS  and                    
Channel 50), allow the Company's customers to receive  their                    
signals through a high-grade antenna provided by the Company                    
without the assessment of any fee or royalty.  There  is  no                    
NBC  affiliate  broadcasting off-air in  LaCrosse,  but  the                    
Company  has an agreement with the NBC affiliate  in  nearby                    
Eau  Claire,  Wisconsin, to allow the Company to  retransmit                    
its  programming over one of the Company's MMDS  frequencies                    
without any fee provided the Company purchases at least $500                    
of advertising each year from this station.                                     

In  addition to off-air broadcasters, the Company  has              
agreements with program suppliers for ESPN, ESPN 2, CNN, CNN                    
Headline  News,  USA,  WGN,  WTBS,  TNT,  A&E,  Nickelodeon,                    
Discovery,  TNN, the Family Channel, Lifetime,  the  Weather                    
Channel  and  Showtime  for  broadcasting  in  the  LaCrosse                    
System.  The  program agreements generally have  three  year                    
terms,  with  provisions  for  automatic  renewals  and  are                    
subject   to   termination  for  breach  of  the  agreement,                    
including  non-payment. The programming agreements generally                    
provide  for  royalty  payments based  upon  the  number  of                    
Company  subscribers receiving the programming  each  month.                    
Individual  program prices vary from supplier  to  supplier,                    
and   more  favorable  pricing  sometimes  is  afforded   to                    
operators  with  larger subscriber bases.  If  any  existing                    
programming  contracts are canceled,  or  not  renewed  upon                    
expiration, the Company would have to seek program  material                    
from other sources.                                                             

Costa  Rica.   The  Company  currently  arranges  for             
programming   from   two  sources  in   Costa   Rica:    (i)                    
broadcasters  of off-air signals and (ii) suppliers  of  pay                    
television programming broadcast by satellite .  The VHF/UHF                    
signals  broadcast in Costa Rica are received at  no  charge                    
through  a  high-grade  antenna.   The  six  pay  television                    
channels  offered by the Company include HBO  Ole,  Cinemax,                    
Sony  Entertainment,  Warner Brothers  Network,  Fox  Sports                    
International,  and  Discovery  Channel  with  a  late-night                    
alternative  of Spice on one channel.  Movies generally  are                    
broadcast  dubbed  in  Spanish or in  English  with  Spanish                    
subtitles,  and most other programming is in  Spanish.   The                    
agreements for such programming are typically indefinite  in                    
length,  provide for royalty payments based upon the  number                    
of  TelePlus  subscribers  receiving  the  programming  each                    
month,  and  are  terminable  for  non-payment.   Individual                    
program prices will vary from subscriber to subscriber,  and                    
more  favorable  pricing  may  be  available  as  TelePlus's                    
subscriber base increases.                                                      

In  addition to the programming alternatives described              
above,  the  Company may introduce a "pay-per-view"  service                    
that enables customers to order and pay for one program at a                    
time.   Pay-per-view  services  have  been  successful   for                    
specialty  events  such  as  wrestling,  heavyweight   prize                    
fights,  concerts, and early release motion pictures.   This                    
service  can also be promoted for the purchase of movies  in                    
competition with video rental stores.  Pay-per-view requires                    
the  subscriber  to  have an "addressable"  converter  which                    
allows  the operator to control what the subscriber  watches                    
without  having to visit the subscriber location  to  change                    
equipment.  All subscribers in both the LaCrosse  and  Costa                    
Rica  Systems are equipped with addressable converters.   In                    
order  for  customers  to  order  pay-per-view  events  more                    
conveniently,  however, an "impulse" pay-per-view  converter                    
would be desirable because it has a return line via phone or                    
cable to the cable operator's computer system and enables  a                    
subscriber to order pay-per-view events by pushing a  button                    
on  a remote control rather than requiring the subscriber to                    
make a telephone call to order an event.                                        

Government Regulation                                                 

United States.  The wireless cable industry is subject              
to  regulation by the FCC pursuant to the Communications Act                    
of   1934,  as  amended  (the  "Communications  Act").   The                    
Communications Act empowers the FCC, among other things:  to                    
issue, revoke, modify and renew licenses within the spectrum                    
available  to  wireless  cable; to  approve  the  assignment                    
and/or  transfer of control over such licenses; to determine                    
the  location  of  wireless cable systems; to  regulate  the                    
kind,  configuration  and operation  of  equipment  used  by                    
wireless   cable  systems;  and  to  impose  certain   equal                    
employment   opportunity  requirements  on  wireless   cable                    
operators.   The  FCC  has determined  that  wireless  cable                    
systems  are  not  "cable  systems"  for  purposes  of   the                    
Communications  Act.  Accordingly, a wireless  cable  system                    
does  not require a franchise from a local authority and  is                    
subject  to  fewer local regulations than a hard-wire  cable                    
system.   In addition, utility poles and dedicated easements                    
are not necessary.                                                              

Pursuant  to the Cable Television Consumer  Protection              
and  Competition  Act  of 1992 (the "Cable  Act"),  the  FCC                    
adopted  rate regulations exclusively for traditional  hard-                    
wire  cable  systems which provide for, among other  things,                    
reductions in the basic service and equipment rates  charged                    
by most hard-wire cable operators and FCC oversight of rates                    
for  all  other services and equipment.  The Cable Act  also                    
provides  for  rate deregulation of a traditional  hard-wire                    
cable  operator  in  a  particular  market  once  there   is                    
"effective   competition"   in   that   market.    Effective                    
competition exists, among other circumstances, when  another                    
multi-channel  video provider exceeds a 15%  penetration  in                    
that market.  FCC regulations also require traditional hard-                    
wire  cable operators to undertake various customer  service                    
improvements.   The  Company cannot predict  precisely  what                    
effect  these regulations or other governmental  regulations                    
may  have  on  traditional hard-wire cable operators  as  to                    
price  and  service.   While  current  FCC  regulations  are                    
intended  to  promote the development of a  competitive  pay                    
television industry, the rules and regulations affecting the                    
wireless  cable industry may change, and any future  changes                    
in  FCC  rules,  regulations, policies and procedures  could                    
have an adverse effect on the industry as a whole and on the                    
Company  in  particular.  The Company  cannot  predict  what                    
impact such changes would have on the industry as a whole or                    
on the Company in particular.                                                   

Under  the  Telecommunications Act of 1996 (the  "1996              
Act"), Congress has directed the FCC to eliminate cable rate                    
regulations for "small systems," as defined in the 1996 Act,                    
and    for    large   systems   under   certain   prescribed                    
circumstances,  and  for all cable systems  effective  three                    
years  after enactment of the 1996 Act.  The 1996 Act  could                    
have  a  material impact on the wireless cable industry  and                    
the  competitive environment in which the Company  operates.                    
The  1996  Act will result in comprehensive changes  to  the                    
regulatory  environment for the telecommunications  industry                    
as  a  whole.   The  legislation will, among  other  things,                    
substantially reduce regulatory authority over cable  rates.                    
Another  provision  of  the 1996 Act will  afford  hard-wire                    
cable operators greater flexibility to offer lower rates  to                    
certain of their subscribers, and would thereby permit cable                    
operators  to offer discounts on hard-wire cable service  to                    
the  Company's subscribers or prospective subscribers.   The                    
legislation  will permit telephone companies  to  enter  the                    
video  distribution business, subject to certain conditions.                    
The entry of telephone companies into the video distribution                    
business,   with  greater  access  to  capital   and   other                    
resources,  could  provide significant  competition  to  the                    
wireless   cable  industry,  including  the   Company.    In                    
addition,  the  legislation will afford  relief  to  DBS  by                    
exempting DBS providers from local restrictions on reception                    
antennas  and preempting the authority of local  governments                    
to  impose  certain taxes.  The Company cannot  predict  the                    
substance of rules and policies to be adopted by the FCC  in                    
implementing the provisions of the legislation.                                 

With a wireless cable system, the signals are sent from               
the  transmitter to the subscriber's receiving antenna  over                    
microwave   frequencies.  The  wireless  cable   TV   system                    
programming  is  in  a  scrambled  format  using   low-power                    
transmitters  operating  in the 2.1  to  2.7  gHz  frequency                    
range.   These  super high frequency channels are  allocated                    
solely  to wireless cable TV transmissions and are  licensed                    
by  the FCC. In major markets, the frequencies available for                    
wireless  cable  consist of up to 33 channels,  the  maximum                    
permitted by the FCC.  Of these 33 channels, 13 can be  held                    
by wireless cable entities and used full-time for commercial                    
programming delivery, and 20 generally are held by qualified                    
educational institutions ("ITFS" channels).  Commercial  use                    
of  channel  licenses  held by educational  institutions  is                    
available  only  through  contracts  with  such  educational                    
institutions  and  within specifically  limited  guidelines.                    
ITFS  channel  licenses that are not secured by  educational                    
institutions may, in some instances, be acquired directly by                    
commercial broadcasters without obligation to compensate the                    
educational  institutions.  Six of  the  channels  currently                    
owned  by  the  Company  in the LaCrosse  System  were  ITFS                    
channels which were acquired when no educational institution                    
applied for the rights to such channels.  These channels may                    
be  used  by the Company, without restriction, for full-time                    
commercial programming.                                                         

Applications  for renewal of licenses  must  be  filed              
within a certain period prior to expiration and there is  no                    
automatic  renewal  of  such licenses.   Petitions  to  deny                    
applications for renewal may be filed during certain periods                    
following  the  filing of such applications.   Licenses  are                    
subject  to  revocation,  cancellation  or  non-renewal  for                    
violation  of the Communications Act or the FCC's rules  and                    
policies.                                                                       

Costa Rica.   Television operations in Costa Rica  are              
regulated mainly by the Radio and Television Law  -  Ley  de                    
Radio  y  Television, No. 1758 of 19 June 1954,  as  amended                    
(the   "Law");  the  Regulation  of  Wireless   Stations   -                    
Reglamento  de  Esstaciones  Inalambricas,  No.  63  of   11                    
December,  1956; and the Broadcasting Rule of Atlantic  City                    
and  the  International  Agreements  Regarding  Broadcasting                    
executed  in Washington, D.C., on March of 1949, which  have                    
been  ratified by the Congress of Costa Rica.  According  to                    
the  Law,  television  operations can only  be  established,                    
conducted and exploited by means of a concession granted  by                    
the  Radio Control Office ("RCO"), upon payment of the taxes                    
and  completion  of all formal requirements imposed  by  the                    
Law.    Once  the  concession  is  granted,  the  RCO   will                    
periodically control and supervise its operation.  In  order                    
to  verify  that the terms and conditions of the  concession                    
are  being  fulfilled, the RCO is authorized  to  visit  and                    
inspect the place of business of the concessionaire  at  any                    
time.  If there is any incorrect technical functioning,  the                    
licensee,  within  forty-eight hours, must  reestablish  the                    
concession   to   its  original  terms  under   penalty   of                    
cancellation of the license.  Concessions for the  Company's                    
Costa  Rica  System are owned by the Costa  Rican  operating                    
companies  which  were acquired by the Company  through  its                    
wholly-owned Costa Rican subsidiary in February 1996.                           

Furthermore, the owner of a concession is obligated to              
strive  to  increase the cultural level of  the  population.                    
The owner of the concession is jointly liable, together with                    
whomever broadcasts or transmits through the frequency,  for                    
any  violations  of the Law, provided there  is  intentional                    
conduct  by the concessionaire.  In case of negligence,  the                    
liability  is  subsidiary  to the  direct  offender's.   The                    
concessionaire  is  not  liable in the  absence  of  willful                    
participation  or negligence.  Any broadcast  shall  operate                    
free  of  impurities  (espurias y armobucas)  and  with  the                    
frequency  adjusted  so that no interference  is  caused  to                    
other  concessionaires.  If the operating  center  does  not                    
meet  these  requirements,  its  functioning  will  not   be                    
authorized  by  the RCO.  Other governmental limitations  or                    
restrictions   apply,   such  as  a   prohibitions   against                    
broadcasting   certain  information,  whether   private   or                    
official,  local or international, except in  situations  of                    
emergency;  false  news;  alarm calls  without  reason;  the                    
broadcasting    of    programs    emanating    from    other                    
concessionaires  without their previous  authorization;  and                    
the use of vulgar or improper language.                                         

The  Law establishes that licenses are granted  for  a              
limited time, but they are automatically extended by payment                    
of the corresponding dues, provided that the functioning and                    
installation of the station are adjusted to the stipulations                    
of  the Law.  The transfer or alienation of the right  to  a                    
frequency  is permitted only with the previous authorization                    
of  the  RCO, which means that a formal request  has  to  be                    
submitted to the RCO on these terms.  According to the RCO's                    
current interpretation, a frequency can be leased to a third                    
party without prior consent from the Government.  The lessor                    
remains  as the concessionaire and, therefore, continues  to                    
be subject to all obligations related to the concession.                        

Article 3 of the Law requires that concessionaires have               
not  less  than 65% Costa Rican ownership.  The Company  has                    
been  advised by its Costa Rican counsel that this provision                    
is  not being actively enforced and that there is a decision                    
from  the Constitutional Court declaring a similar provision                    
in  a  related law (Ley de medios de Difusion y Agencias  de                    
Publicidad) to be unconstitutional.  However, based on Costa                    
Rican  counsel's recommendation, the Company structured  its                    
ownership of these licenses to be indirect through a  tiered                    
subsidiary structure, whereby a Costa Rican company, wholly-                    
owned  by the Company, owns 100% of the outstanding  capital                    
stock  of  the  Costa Rican companies holding the  licenses.                    
The  Company  believes that this structure adequately  meets                    
the  requirements of Costa Rican law.  However, in the event                    
this  structure  is  not acceptable to  the  government,  an                    
alternate  ownership structure would have to be implemented,                    
which could have a material adverse effect on the Company.                      

Development of New Territories                                        

On  March  28, 1996, the FCC completed its  auction  of               
authorizations  to provide single channel and  multi-channel                    
Multipoint  Distribution  Service  ("MDS")  wireless   cable                    
services  in 493 Basic Trading Areas.  The Company won  bids                    
in  three  markets:   Hickory - Lenoir  -  Morganton,  North                    
Carolina; Wausau - Rhinelander, Wisconsin; and Stevens Point                    
-  Marshfield - Wisconsin Rapids, Wisconsin.   On  April  5,                    
1996,  the  Company  submitted a payment of  $239,502  that,                    
coupled  with its initial deposit of $65,120,  made  up  the                    
initial down payment for acquisition of these licenses.  The                    
Company has made the second required deposit equal to 10% of                    
its  winning  bid only on the two Wisconsin  licenses.   The                    
Wisconsin territories provide in excess of 150,000  line-of-                    
sight households and offer markets that the Company believes                    
are  competitively equivalent to or better than that of  the                    
LaCrosse System.                                                                

The  licenses are to be conditionally issued  following               
the  Company's  payment  in full of  the  initial  20%  down                    
payment;  however, while the Company has made the  20%  down                    
payment for the two Wisconsin licenses, the FCC has not  yet                    
conditionally issued the licenses.  The remaining balance of                    
approximately  $2,800,000  for  the  acquisition  of   these                    
licenses  will  be  paid over the next ten  years.   As  the                    
Company did not make the required additional 10% payment  on                    
the  North  Carolina license, the Company has forfeited  its                    
right  to  acquire  such license.  The default  payment  for                    
forfeiting  the  license  is  anticipated  to  be   $65,544.                    
Although  the  Company may receive a refund of  as  much  as                    
$120,142  in connection with its application for  the  North                    
Carolina license, there can be no assurance that the Company                    
will  receive any refund.  In addition, the Company  may  be                    
liable  to  the FCC for the difference between the Company's                    
winning bid and a lower winning bid received by the FCC in a                    
subsequent  auction of this license.  The FCC  has  not  yet                    
announced plans to reauction the Hickory, NC, license.                          

The grant of the Wisconsin licenses will be conditioned               
on  the  Company's  fully and timely meeting  its  quarterly                    
payment   obligations,  and  the  development  of  operating                    
systems within 18 months of the grant of each license.   The                    
Company  is  unable to predict the exact date by which  such                    
systems must be operational since it does not know when  the                    
licenses  will  be conditionally issued  by  the  FCC.   The                    
Company  estimates  that  the cost  of  developing  a  fully                    
operational  system  in each market would  be  approximately                    
$1,200,000  per system. To date, the Company has  not  taken                    
any  steps to develop these systems.  Development  of  these                    
markets  and  the funding of the acquisition price  for  the                    
licenses  will require additional debt or equity  financing,                    
which  may  not  be available to the Company  on  acceptable                    
terms,  if at all.  The Company has made no arrangements  or                    
commitments for such future financing, and there can  be  no                    
assurance  that  the  Company will be  able  to  raise  such                    
capital  on acceptable terms, if at all.  Failure to  obtain                    
such  additional financing could cause a forfeiture  of  the                    
licenses  and could adversely affect the financial  position                    
and growth of the Company.                                                      

In addition to the material liquidity risks associated              
with   developing  new  operating  systems   utilizing   the                    
Wisconsin licenses, the development of such systems will  be                    
dependent on, among other things, successful construction of                    
operating   systems;  identification  and   procurement   of                    
acceptable   tower  sites;  the  availability  of   suitable                    
management  and  other personnel; and the Company's  general                    
ability  to  manage growth.  There can be no assurance  that                    
the  Company will be able to successfully develop  operating                    
systems  utilizing the Wisconsin licenses.  If  the  Company                    
chooses not to develop an operating system, it may decide to                    
attempt  to  lease a license or to sell a license.   If  the                    
Company decides to attempt to lease a license or to  sell  a                    
license,  then there is no assurance that there  will  be  a                    
buyer  or  lessor  for  such  license  or  one  offering  an                    
acceptable price when the Company attempts to sell or  lease                    
it.   There  is also a risk that other license holders  will                    
attempt to sell or lease their licenses at the same time  as                    
the  Company.  Additionally, any transfer of a license  must                    
be approved by the FCC.                                                         

The Company intends to focus its operations, marketing,               
and service in regional markets to increase efficiencies and                    
profitability.  However, the Company does not currently have                    
the  financial resources to develop operating systems in the                    
foregoing  markets, and there can be no assurance  that  the                    
Company  will  ever  develop systems in  such  markets.   To                    
develop  and  launch additional wireless  cable  systems  in                    
areas  where  the Company holds licenses, or otherwise,  the                    
Company will need to raise additional capital.  There can be                    
no  assurance that operating revenues will be sufficient  to                    
sustain  subscriber growth or that additional financing,  if                    
required,  will  be  available on terms  acceptable  to  the                    
Company, if at all.                                                             

In  Costa  Rica,  the  Company believes  it  is  well-              
positioned  to compete effectively with other pay television                    
providers  in the San Jose Central Valley area,  principally                    
hard-wire  cable  operators, and to establish  a  profitable                    
business.  The Company also is evaluating the possibility of                    
directing its signals into other key metropolitan  areas  of                    
Costa  Rica  that aren't served by any cable  or  other  pay                    
television  service by establishing additional  transmission                    
sites and/or utilizing more powerful transmitters.                              

Employees                                                             

As  of  March  28, 1997, the Company had 34  full-time              
employees  and  no  part-time  employees  serving   in   its                    
executive,  LaCrosse, and Costa Rica offices.   The  Company                    
maintains   various  benefit  plans  and  experiences   good                    
employee relations.                                                             

Major Customers                                                       

The  Company is not dependent upon one or a few  major              
customers or suppliers.                                                         

Costs and Effects of Compliance with Environmental Laws               

The  Company  complies  with all  applicable  federal,              
state, and local environmental laws and regulations, none of                    
which  the  Company believes have a material effect  on  its                    
operations and business.                                                        

Item 2.  Properties                                                             

The  Company's executive offices are situated  at  501              
Grandview  Avenue, Suite 201, Daytona Beach,  Florida  32118                    
and are leased from an independent third party pursuant to a                    
lease  expiring in August, 1999.  The leased space  includes                    
approximately  1,400  square feet  and  provides  for  lease                    
payments  of  approximately $1,460 per month.   The  Company                    
believes  that  this  facility currently  provides  adequate                    
space for the Company's present executive office activities.                    

The Company's LaCrosse facility is situated at 335 Lang               
Drive,  LaCrosse,  Wisconsin 54603 and  is  leased  from  an                    
independent  third  party pursuant to a  lease  expiring  in                    
November,  1997.   The  leased space includes  approximately                    
2,000  square  feet  and  provides  for  lease  payments  of                    
approximately  $1,100 per month.  The Company believes  that                    
this  facility  currently provides adequate  space  for  the                    
Company's present business activities in LaCrosse.                              

The Company's Costa Rica facility is situated at Calle              
24,  San Jose, Costa Rica, and is leased from an independent                    
third  party  pursuant to a lease expiring in  April,  1998.                    
The  leased  space includes approximately 4,600 square  feet                    
and  provides for lease payments of approximately $1,600 per                    
month.   The  Company believes that this facility  currently                    
provides  adequate space for the Company's present  business                    
activities in Costa Rica.                                                       

Item 3.  Legal Proceedings                                                      

NONE                                                                  

Item 4.  Submission of Matters to a Vote of Security Holders                    

NONE                                                                  

PART II                   

Item  5.   Market  for Company's Common Equity  and  Related                    
Stockholder Matters                                                             

The Common Stock ("Common Stock") of the Company,  par              
value  $.001  per share, has traded on the NASDAQ  over-the-                    
counter  ("SmallCap") market under the symbol  "TCTV"  since                    
qualification  for  listing  on  NASDAQ  on  May  3,   1995.                    
Warrants  ("Warrants")  to  purchase  Common  Stock  of  the                    
Company are traded on the over-the-counter market under  the                    
symbol  "TCTVW."  The initial offering price for the  Common                    
Stock was $5.00 per share and the initial offering price for                    
each  Warrant to purchase one share of Common Stock was $.25                    
per Warrant.                                                                    

The  following table sets forth the range of high  and              
low  bid prices for the Common Stock and Warrants as of  the                    
periods  indicated as reported by NASDAQ.   These  over-the-                    
counter   market  quotations  reflect  inter-dealer  prices,                    
without retail mark-up, mark-down or commission, and may not                    
necessarily represent actual transactions.                                      

Common Stock       High ($)       Low ($)                             

1st Quarter 1996      9.50          7.50                              
2nd Quarter 1996      8.63          7.33                              
3rd Quarter 1996      8.00          5.00                              
4th Quarter 1996      5.75          4.13                              

Warrants                                                              

1st Quarter 1996      3.59          2.00                              
2nd Quarter 1996      3.57          2.33                              
3rd Quarter 1996      2.55          1.38                              
4th Quarter 1996      1.75          1.00                              

As of March 31, 1997, approximately 2,196,212 shares of               
the   Company's   Common  Stock  and   2,475,000   Warrants,                    
respectively,  were outstanding and, as far as  the  Company                    
can determine, were held by in excess of 300 shareholders.                      

The Company has not paid any cash dividends since  its              
inception  and does not anticipate paying cash dividends  in                    
the foreseeable future.                                                         

Item 6.  Management's Discussion and Analysis                                   

The Company started operations in its initial wireless              
cable   television  system  in  LaCrosse,   Wisconsin   (the                    
"LaCrosse System") in September 1994.  Through September 30,                    
1995,   the   Company  was  primarily  focusing  on   system                    
construction,  training  personnel to  service  and  install                    
subscriber  and  transmission equipment,  and  developing  a                    
subscriber base.  The Company began providing programming to                    
subscribers in the LaCrosse System in December 1994 and,  as                    
of  March  31,  1997,  the Company had  approximately  1,300                    
subscribers in the LaCrosse System.  In February  1996,  the                    
Company,  through  a  wholly-owned  Costa  Rica  subsidiary,                    
acquired  two Costa Rica corporations and commenced wireless                    
cable operations in the San Jose area, serving approximately                    
1,700  subscribers  (the "Costa Rica System").   In  October                    
1996,  after several months of inactivity while the  Company                    
replaced  virtually  all  of the  operating  equipment,  the                    
Company  relaunched subscriber services in  the  Costa  Rica                    
System.  As of March 31, 1997, the Company had approximately                    
3,000  subscribers receiving programming in its  Costa  Rica                    
System.                                                                         

Results of Operations                                                 

The  Company  had revenues of $459,185  for  the  year              
ended December 31, 1996, as compared to $155,399 during  the                    
comparable  period in 1995.  This increase of  approximately                    
200%  is  attributable  primarily  to  the  commencement  of                    
operations in the Costa Rica System.  The Costa Rica  System                    
was  in  operation for only 35 days of the first quarter  of                    
1996  and  was  inactive for most of the  second  and  third                    
quarters  during equipment upgrade.  Revenues were primarily                    
generated from subscription fees and installation charges.                      

The  Company had operating expenses of $1,652,380  and              
cost  of  sales of $96,599 for the year ended  December  31,                    
1996.  During the comparable period of 1995, the Company had                    
operating expenses of $777,725 and cost of sales of $38,244.                    
Expenses  for  the year ended December 31,  1996,  consisted                    
primarily  of  broadcast costs, general  and  administrative                    
expenses,  and interest expense.  Also included in  expenses                    
for  the  year  was  $65,544, representing  the  anticipated                    
amount  of  the partial forfeiture of the Company's  deposit                    
for  a  broadcast license covering Hickory, North  Carolina.                    
The  Company incurred $197,468 in interest expense  for  the                    
year  ended December 31, 1996, as compared to $43,900 during                    
the  comparable  period  of 1995.  This  increase  in  total                    
expenses primarily reflects expenditures for the startup and                    
operation of the Costa Rica System.  The increase in cost of                    
sales  for  the  year ended December 31, 1996,  reflects  an                    
increase  in marketing and promotional costs for Costa  Rica                    
as  compared to the same period in 1995.  The Company had  a                    
net  loss  of $1,382,214 (or $0.70 per share) for  the  year                    
ended  December 31, 1996, as compared to $751,959 (or  $0.51                    
per share) during the same period in 1995.  The loss for the                    
year  ended  December  31,  1996,  reflects  primarily   the                    
commencement of operations in Costa Rica.                                       

Liquidity and Capital Resources                                       

The  wireless  cable  television  business  is  capital               
intensive.   Since its inception, the Company  has  expended                    
funds to acquire channel rights in the LaCrosse System,  the                    
Costa  Rica  System  and  other  domestic  markets,  and  to                    
construct  its operating systems in LaCrosse, Wisconsin  and                    
San  Jose,  Costa Rica.  Transmission equipment expenditures                    
and  other  start-up expenditures were made by  the  Company                    
before  it  could begin the delivery of programming  to  its                    
subscribers  in  the  LaCrosse System  and  the  Costa  Rica                    
System.                                                                         

The Company's accumulated deficit at December 31, 1996,               
was  $2,284,847,  an  accumulated  deficit  of  $902,633  at                    
December  31, 1995.  At December 31, 1996, the Company  also                    
had  a  working capital deficit of approximately $1,120,000.                    
The  Company's financial resources are limited and  have  to                    
date been depleted through expansion and losses sustained by                    
the  Company  since its inception.  The Company's  expansion                    
activities  and net losses have placed substantial  pressure                    
on  the  working capital and liquidity of the Company.   The                    
Company  is  currently experiencing a severe cash  shortage.                    
These conditions raise substantial doubt as to the Company's                    
ability  to  continue  as  a going  concern.   Although  the                    
Company  believes that funds expected to be  generated  from                    
operations   and  additional  short-term  debt   or   equity                    
financing  will be sufficient to fund the Company's  working                    
capital requirements for the next 6 months, there can be  no                    
assurance   that  the  Company  will  be  able  to   procure                    
additional capital or generate sufficient revenues  to  fund                    
its operations currently or after such period.  Although the                    
Company    is   actively   pursuing   additional   financing                    
alternatives, the Company has no arrangements or commitments                    
for  additional capital at this time, and there  can  be  no                    
assurance  that  the  Company will be  able  to  raise  such                    
capital.   The Company does not currently have any available                    
bank credit facilities.  There can be no assurance that  any                    
additional  required or desired financing will be  available                    
through  bank  borrowings,  debt  or  equity  offerings,  or                    
otherwise,  on acceptable terms, if at all.  The ability  of                    
the Company to finance its activities and growth will depend                    
on its ability to procure additional financing and achieve a                    
profitable  level  of operations, consummate  its  agreement                    
with  Melvin Rosen to restructure the Rosen Debt,  and  meet                    
its financial obligations to the FCC to avoid defaulting  on                    
the  FCC  licenses purchased at auction.  There  can  be  no                    
assurance  that such financing can be obtained or  that  the                    
Company will achieve profitable operations.                                     

In  February  1996,  the Company borrowed  a  total  of               
$1,475,000  in  two  loans from Norwest  Bank  in  LaCrosse,                    
Wisconsin.  The Company used $1 million of the loan proceeds                    
to  cover  the initial payment for the acquisition of  Canal                    
19.  This loan was repaid in June 1996.  The $475,000 of the                    
loan  proceeds was used for improvements to the  Costa  Rica                    
System.  This loan was paid in full on February 15, 1997.                       

The  total purchase price paid by the Company  in         
the  Costa  Rica Acquisition was $4,000,000.   The  purchase                    
price  was  paid  in  the  form of  $1,000,000  in  cash,  a                    
$2,000,000  promissory note and restricted common  stock  of                    
the   Company   valued  at  $1,000,000  (See   "Business   -                    
Acquisitions").   Due to the age and technical  obsolescence                    
of   the   physical  assets  acquired  in  the  Costa   Rica                    
Acquisition,  no  value was assigned to any  of  the  assets                    
acquired by the Company in the Costa Rica Acquisition except                    
the channel licenses.  Virtually all of the assets have been                    
disposed  of and replaced with new equipment.  A  $4,000,000                    
value  has been assigned to the licenses.  The licenses  are                    
reflected  as  an  "other  asset"  of  the  Company  on  the                    
Consolidated  Balance Sheet of the Company at  December  31,                    
1996.   The  value  of  the  Costa  Rica  licenses  will  be                    
amortized  on  a straight-line basis over a 40-year  period.                    
The  anticipated  annual effect on the  Company's  financial                    
position  and  results of operations  will  be  $100,000  of                    
amortization expense.  The consolidated financial statements                    
included as part of this Report illustrate the effect of the                    
Costa  Rica Acquisition on the Company's financial  position                    
and  results of operations as of and for the period from the                    
date of acquisition (February 23, 1996) through December 31,                    
1996.                                                                           

No  assurance  can  be  given that  the  Company  will              
generate substantial revenues from the Costa Rica System  or                    
that  the  Company's business operations in Costa Rica  will                    
prove  to be profitable.  The Company's operations in  Costa                    
Rica  are  subject  to  all of the  risks  inherent  in  the                    
establishment  of a new business, particularly  one  in  the                    
highly  competitive pay television industry.  The likelihood                    
of the success of the Company must be considered in light of                    
the  problems,  expenses,  difficulties,  complications  and                    
delays    frequently   encountered   in   connection    with                    
establishing a new business, including, without  limitation,                    
market  acceptance  of  the Company's  services,  regulatory                    
problems, unanticipated expenses and competition.  There can                    
be  no assurances that the Company's business in Costa  Rica                    
will be successful.                                                             

In March 1996, the Company was the successful bidder on               
broadcast licenses for three additional U.S. wireless  cable                    
markets (Wausau, WI, Stevens Point, WI, and Hickory, NC) for                    
a  total  price of $3,046,212.  The Company paid the initial                    
10%  deposit in the total amount of $304,622 for  the  three                    
licenses and made the second required deposit equal  to  10%                    
of  its  winning  bid only on the Wisconsin  licenses.   The                    
licenses are to be conditionally issued only upon payment in                    
full  of the initial 20% down payment.  The Company has made                    
the  20% down payment on the two Wisconsin licenses but  has                    
not  yet received conditional issuance of the licenses  from                    
the   FCC.   As  the  Company  did  not  make  the  required                    
additional  10% payment on the North Carolina  license,  the                    
Company  has  forfeited its right to acquire  such  license.                    
The Company believes that the default payment for forfeiting                    
the  license will be $65,544 based on information  contained                    
in   the  FCC  auction  information  package.   If  the  FCC                    
determines  that  this default payment  covers  all  default                    
fees, then the Company may receive a refund in the amount of                    
$120,142  in connection with its application for  the  North                    
Carolina  license.   There  can be  no  assurance  that  the                    
Company  will  receive  any refund in  connection  with  its                    
deposit for the North Carolina license.  The balance of  the                    
winning bids is payable in quarterly installments for  a  10                    
year  period  running  from the date  that  the  license  is                    
conditionally issued.  Payments of interest only, at a  rate                    
based  on  the  rate of the effective 10 year U.S.  Treasury                    
obligation plus 2.5%, must be made for the first two  years.                    
The  remaining principal and interest is payable during  the                    
remainder of the 10-year term.                                                  

The  licenses  are  conditioned  on  full  and  timely              
performance  of the licensee's quarterly payments,  and  the                    
development  of operating systems within 18  months  of  the                    
grant of each license.  The Company is unable to predict the                    
exact  date by which such systems must be operational, since                    
it  does  not  know when the licenses will be  conditionally                    
issued  by the FCC.  The Company estimates that the cost  of                    
developing  a fully operational system in each market  would                    
be  approximately $1,200,000 per system.  As of the date  of                    
this  Report, the Company has not taken any steps to develop                    
these   systems.   The  Company  intends  to   fund   system                    
development  and  the  acquisition of  these  licenses  from                    
future  debt  or  equity financings.   The  Company  has  no                    
arrangements or commitments for such future financings,  and                    
there  can be no assurance that the Company will be able  to                    
raise  such capital on acceptable terms, if at all.  Failure                    
to  raise the funds needed for license acquisition costs  or                    
system construction would cause a forfeit of the license.                       

In  May  1995,  the Company closed its initial  public              
offering  of Common Stock and Warrants with net proceeds  to                    
the  Company  (after  deducting underwriting  discounts  and                    
other  expenses of the offering payable by the  Company)  of                    
approximately  $5,100,000.  The Company repaid approximately                    
$1,400,000  of  notes payable and accrued  interest  payable                    
from  the  net offering proceeds.  As of November 15,  1996,                    
all  of  the  proceeds  from  the Company's  initial  public                    
offering had been expended.  The Company will need to  raise                    
additional  capital in order to pay outstanding indebtedness                    
when  due,  and to sustain its operations and  growth.   The                    
Company  is  actively  pursuing  additional  capital.    The                    
Company   has  no  arrangements  or  commitments   for   any                    
additional capital, and there can be no assurance  that  the                    
Company  will  be  able  to  raise  additional  capital   on                    
acceptable terms, if at all.  The failure by the Company  to                    
raise additional capital will have a material adverse effect                    
on its financial position and results of operations.                            

In   addition   to  the  repayment  of  approximately             
$1,400,000   of   indebtedness,  proceeds  of  approximately                    
$1,200,000  from the Company's initial public offering  were                    
used for facilities build-out, the purchase and installation                    
of  machinery  and  equipment and working  capital  for  the                    
LaCrosse  System.  Approximately $400,000 was used  for  the                    
initial  20%  down-payment for the newly acquired  Wisconsin                    
licenses  and the 10% payment on the North Carolina  license                    
which  was forfeited.  Proceeds of $1,000,000 were  used  as                    
part of the purchase price in the Costa Rica Acquisition and                    
approximately $1,100,000 has been used for facilities build-                    
out,   the  purchase  and  installation  of  machinery   and                    
equipment, and working capital for the Costa Rica System.                       

Comparing the actual use of proceeds to the  estimated              
use  of  proceeds  as reflected in the Company's  Prospectus                    
dated   May   3,   1995,  the  Company  spent  approximately                    
$2,500,000 for new system development in connection with the                    
newly  acquired  domestic licenses and the  acquisition  and                    
development of the Costa Rica System.  The Company used  all                    
of   the   estimated  $700,000  allocated  for  "new  system                    
development" plus the net proceeds from the exercise of  the                    
underwriter's   over-allotment   option   of   approximately                    
$700,000   to   fund  these  expenditures.   An   additional                    
$1,100,000  was shifted from estimated capital expenditures,                    
personnel  and  installation expenses  and  working  capital                    
anticipated to be used for the LaCrosse System for the above-                   
stated  purposes.   Approximately $1,200,000  was  used  for                    
facilities  build-out,  the  purchase  and  installation  of                    
machinery and equipment and working capital for the LaCrosse                    
System,  as compared to the $2,369,500 estimated to be  used                    
for such purposes.  Subscriber growth in the LaCrosse System                    
and  related  expenditures have been slower than anticipated                    
allowing the Company to use funds allocated for the LaCrosse                    
System to pursue new markets.                                                   

At  December  31,  1996,  the  Company  had  property,              
transmission equipment, and receiving equipment valued at  a                    
cost  of  $1,365,235  net  of accumulated  depreciation,  as                    
compared to $716,658 at December 31, 1995.  Also at December                    
31,  1996, the Company had channel license rights valued  at                    
costs  of  $5,458,444  net  of accumulated  amortization  of                    
$102,410  compared to $362,329 and $9,164, respectively,  as                    
of  December  31, 1995.  This increase in property  reflects                    
the  equipment purchased for the Costa Rica System  and  the                    
attending costs of subscriber growth in the LaCrosse System.                    
The  Company has spent approximately $624,000 to  completely                    
replace  the transmission (or "head-end") equipment for  the                    
Costa  Rica  System and for subscriber reception  equipment,                    
including  antennas.   The Costa Rica System  is  now  fully                    
addressable,  which  allows  for termination  of  subscriber                    
services  from  the Company's offices.  The  system  upgrade                    
also included the installation of six 1000 watt transmitters                    
and  a new directional antenna.  This equipment enables  the                    
Company  to  deliver a clearer signal over longer distances.                    
With   the   six  transmitters,  the  Company  is  currently                    
broadcasting   cable   programming   over   six    channels.                    
Subscribers in the Costa Rica System also receive 22 off-air                    
(VHF/UHF) stations utilizing a Company-provided antenna.                        

Cash decreased from $1,767,285 at December 31,1995, to              
$26,618  at  December  31,  1996.   During  the  year  ended                    
December 31, 1996, the Company used cash primarily  to  fund                    
operating  losses, purchase transmission equipment  and  for                    
costs  accompanying its acquisition and development  of  the                    
Costa Rica System.                                                              

During the next twelve months, the Company intends  to              
continue  its efforts to expand the subscriber base  in  the                    
LaCrosse  System.   In  the Costa Rica System,  the  Company                    
believes that it has developed the infrastructure to  expand                    
the subscriber base to 7,500 within the next twelve months.                     

Although  incremental equipment and labor installation              
costs  per subscriber are incurred after a subscriber  signs                    
up  for the Company's wireless cable service, such costs are                    
incurred  by  the Company before it receives fees  from  the                    
subscribers  and  are only partially offset by  installation                    
charges.   To  sustain subscriber growth beyond its  initial                    
base  in  the  LaCrosse and Costa Rica Systems, the  Company                    
will need to generate enough operating revenues to enable it                    
to  continue to invest in subscriber reception equipment and                    
installation or raise additional debt or equity capital.  In                    
addition,  to  develop and launch additional wireless  cable                    
systems in areas where the Company holds additional licenses                    
or  to  acquire  existing  wireless  cable  operations,  the                    
Company will need to raise additional capital.  There can be                    
no  assurance that operating revenues will be sufficient  to                    
sustain  subscriber growth or that additional financing,  if                    
required,  will  be  available on terms  acceptable  to  the                    
Company, if at all.                                                             

Profitability  will  be determined  by  the  Company's              
ability   to   maximize  revenue  from   subscribers   while                    
maintaining  variable  expenses.  Significant  increases  in                    
revenues will generally come from subscriber growth.                            

Item 7.  Financial Statements                                                   

Financial  statements  prepared  in  accordance  with             
Regulation  S-B are attached as exhibits to this Report  and                    
incorporated herein by reference.                                               

Item  8.   Changes in and Disagreements with Accountants  on                    
Accounting and                                                                  
Financial Disclosure                                

On   October  6,  1995,  the  Company  dismissed  its             
independent accountant, Lovelace, Roby & Company, P.A.   The                    
principal accountant's report on the Financial Statements of                    
the Company for the year ended December 31, 1994, and period                    
May  7, 1993 (date of inception), through December 31, 1993,                    
prior  to  dismissal did not contain an adverse  opinion  or                    
disclaimer  of opinion and was not qualified or modified  as                    
to   uncertainty,  audit  scope  or  accounting  principles.                    
During  the  two  years  preceding  the  dismissal  of  this                    
accountant,  there  was  no  disagreement  with  the  former                    
accountant   on  any  matter  of  accounting  principle   or                    
practices, financial statement disclosure, or auditing scope                    
or  procedure.  The Company engaged BDO Seidman, LLP, 201 S.                    
Orange Avenue, Suite 950, Orlando, Florida 32801 as its  new                    
principal  accountant  to  audit its  financial  statements,                    
effective   October  6,  1995.   The  decision   to   change                    
accountants  was recommended and approved by  the  Company's                    
Board of Directors.                                                             

PART III                    

Item  9.   Directors,  Executive  Officers,  Promoters   and                    
Control  Persons;  Compliance  with  Section  16(a)  of  the                    
Exchange Act                                                                    

Directors and Executive Officers                                                

The following table lists certain information about the               
directors and executive officers of the Company:                                

Name                Age                  Position                               

Fernand L. Duquette 50                   President       and                    
          Director

Dennis J. Devlin    47                   Vice President  and                    
          Director

J. Richard Crowley  41                   Director                               

Richard L. Vega     36                   Director                               

Each Director of the Company holds such position until              
the  next  annual  meeting  of shareholders  and  until  his                    
successor is duly elected and qualified.  The officers  hold                    
office  until  the first meeting of the Board  of  Directors                    
following the annual meeting of shareholders and until their                    
successors  are  chosen  and  qualified,  subject  to  early                    
removal by the Board of Directors.                                              

Fernand L. Duquette:  President and Director                          

Mr.  Duquette is a founder and has served as President              
and  a director of the Company from May 1993 to the present.                    
From  January 1991 through May 1993, Mr. Duquette  was  self                    
employed  as  a consultant in the telecommunications  field.                    
From  December 1981 through January 1991, Mr.  Duquette  was                    
the  president  and  principal shareholder  of  Citrus  Oaks                    
Investments, Inc., D & A Group, Inc., and D & M Investments,                    
Ltd.,  which  were  entities  involved  in  residential  and                    
commercial real estate development in Florida.  From 1978 to                    
1981, Mr. Duquette was project manager for Prince Michal ben                    
Saoud  and  the  Saudi Catering Company for the  design  and                    
construction  of major dry storage buildings and  water  and                    
sewage treatment plants in Saudi Arabia and Egypt. From 1970                    
to 1978, Mr. Duquette was a representative for Banker's Life                    
and  Casualty  (John D. McArthur, Chairman) responsible  for                    
coordination   of   a  nationwide  management   company   of                    
consulting engineers, architects and planners for commercial                    
and residential land planning, development and construction.                    
Mr.  Duquette  has  a Bachelor of Science  degree  in  Civil                    
Engineering  from the Ecole Politechnique of the  University                    
of Montreal.                                                                    

Dennis J. Devlin:  Vice President and Director                        

Mr. Devlin is a founder and has served as director and              
Vice President of the Company since May 1993.  Mr. Devlin is                    
the  founder  and has served as president of Dennis'  Mobile                    
Home  Service and Supply,  Inc., Wayne, Michigan since 1979.                    
Mobil  Home  Services  is  engaged in  the  construction  of                    
additions, roof systems and specialized products for  mobile                    
home owners, including remodeling, insurance services, parts                    
supply,  and repair. Mr. Devlin received a Bachelor  of  Art                    
Education degree in 1971 from Eastern Michigan University.                      

Richard L. Vega:  Director                                            

Mr. Vega has served as a director of the Company since              
May   1996.    Mr.   Vega   has   been   involved   in   the                    
telecommunications, engineering, and consulting industry for                    
over  ten  (10)  years.  Since October  1994,  he  has  been                    
president of the Richard L. Vega Group, Orlando, Florida,  a                    
consulting engineering firm to wireless cable and television                    
businesses.  From 1984 to 1994, he was president and founder                    
of  Phone  One  Communications, Inc.,  Orlando,  Florida,  a                    
similar consulting firm.                                                        

J. Richard Crowley:  Director                                         

Mr.  Crowley has served as a director of  the  Company              
since  May  1996.  Mr. Crowley has served as chief operating                    
officer  and chief financial officer of Clinical  Diagnostic                    
Systems,   Inc.,  Orlando,  Florida,  a  medical  diagnostic                    
testing  company, since 1991.  From 1984  to  1991,  he  was                    
president  and  chief  financial officer  of  Control  Laser                    
Corporation, Orlando, Florida, a manufacturer of  industrial                    
lasers.   Mr. Crowley received a Bachelor of Science  degree                    
in accounting from Auburn University.                                           

Compliance with Section 16(a) of the Exchange Act                               

Section 16(a) of the Securities Exchange Act  of  1934              
requires  the  Company's executive officers, directors,  and                    
affiliates to file initial reports of ownership and  reports                    
of  changes of ownership of the Company's Common Stock  with                    
the  Securities  and Exchange Commission.   These  executive                    
officers, directors, and affiliates are required to  furnish                    
the Company with copies of all Section 16(a) forms that they                    
file.   Based  solely on the Company's review of  Securities                    
and  Exchange Commission Forms 3, 4, and 5 submitted to  the                    
Company  and  written representations from  these  officers,                    
directors,  and  affiliates  that  no  other  reports   were                    
required, the Company reports that the following forms  were                    
filed late or not at all for the 1996 fiscal year:                              

Form  4  for Fernand L. Duquette for 5,000  shares  of              
common stock granted August 2, 1996, has not been filed.                        

Form 4 for Dennis J. Devlin for 5,000 shares of common              
stock granted December 3, 1996, has not been filed.                             

Form  4  for  J. Richard Crowley for 5,000  shares  of              
common stock granted August 2, 1996, was filed September 30,                    
1996.                                                                           

Form  4 for Richard L. Vega for 5,000 shares of common              
stock granted August 2, 1996, was filed September 16, 1996.                     

Item 10.  Executive Compensation                                                

Director's Remuneration                                               

Commencing  June  1996,  each  non-employee  Director             
received a fee of $500 for each board and committee  meeting                    
attended.   Each Director received at the annual meeting  of                    
the  Directors a non-discretionary grant of a  stock  option                    
for 5,000 shares of common stock.                                               

Executive Compensation                                                

Summary Compensation Table                    

The  following table sets forth a summary of cash  and              
non-cash compensation awarded or paid to, or earned by,  the                    
Company's  President  with respect to services  rendered  in                    
1994,  1995  and  1996.  No other executive officer  of  the                    
Company  received compensation in excess of $100,000  during                    
the Company's last completed fiscal year.                                       

Name  and Principal Annual Compensation                               
Position                                                              
                         Value
                      of
  Year  Salary    Bonus    Securit
                       ies
                           Underly
                       ing

                           Options
                       (1)

Fernand          L. 1996  $120,000    -0-      $-0-                   
Duquette,                                                             
President                                                             
 1995  $92,000     -0-      $-0-

1994  $84,500     -0-      -0-

Option Grants                                                         

The  following table sets forth for each of the  named              
executive  officers of the Company information with  respect                    
to options granted during 1996.                                                 

OPTION GRANTS IN 1996                   

Number                                      
of     % of Total                       
Securiti   Options                            
es      Granted    Exercise             
Name and   Underlyi  Employees      or     Expirati                 
Principal      ng         in        Base       on                     
Position   Options     Fiscal     Price      Date                   
Granted      Year     ($ Sh.)                 
(# Sh.)                                       
Fernand     5,000(1)     8.77       8.25     8/2/2001                 
L.                                                                    
Duquette                                                              
Fernand     25,000(1    43.86       5.85     12/3/200                 
L.                 )                                1                 
Duquette                                                              

(1)  Options  granted as incentive stock options  under  the                    
Company's 1995 Stock Option Plan at 110% of the fair  market                    
value of the Company's Common Stock on the date of grant.                       

Options Exercised                                                     

The  following table sets forth for each of the  named              
executive  officers of the Company information with  respect                    
to  option  exercises during 1996, and the status  of  their                    
options on December 31, 1996, as to (i) the number of shares                    
of  common  stock underlying options exercised during  1996,                    
(ii)  the  aggregate dollar value realized upon the exercise                    
of  such  options, and (iii) the total number of unexercised                    
in-the-money options at December 31, 1996.                                      

AGGREGATED OPTION EXERCISES IN 1996                   
AND OPTION VALUES ON DECEMBER 31, 1996                    

                        Value of
    Number of              Unexercised
     Unexercised            In-the-Money
   Options/SARs at        Options at
        12/31/96 (#Sh)(1)      12/31/96 ($)(2)
Shares                                                        
Acquire   Value                                                 
d     Realiz                                              
Name       on      ed    Exercis   Unexercis            Unexercis               
Exercis    ($)   able      able       Exercisa  able            
e                                  ble                    
(# Sh.)                                                         

Fernand 0        0       37,000    0              0     0                       
L.                                                                              
Duquett                                                                         
e                                                                               

(1)  Exercisable options are those exercisable  on  December                    
31, 1996. Unexercisable options are those not exercisable on                    
December 31, 1996.                                                              

(2)  Value  of  exercisable  and unexercisable  in-the-money                    
options  represents the excess of the fair market  value  of                    
the  stock underlying the options at December 31, 1996, over                    
the  exercise  price assuming the options were exercised  at                    
that time.                                                                      

Item  11.   Security Ownership of Certain Beneficial  Owners                    
and Management                                                                  

The  following table sets forth information  regarding              
beneficial  ownership of the Company's Common Stock  by  all                    
persons known by the Company to own beneficially 5% or  more                    
of  the  outstanding shares of the Company's  Common  Stock,                    
each                                                director                    
and  executive  officer,  and  all  executive  officers  and                    
directors of the Company as a group, as of March 31, 1997:                      

Name and Address of      Amount and   Percent of              
Beneficial             Nature     Outstandin          
Owner or Identity of Group      of            g                     
           Beneficial    Shares(2)
Ownership(1)  

Fernand L. Duquette         313,000(3)(4    13.82%                    
501 Grandview Ave.                )                                   
Suite 201                                                             
Daytona Beach, Florida                                                
32118                                                                 

Dennis J. Devlin            297,000(3)(4    13.11%                    
35451 Elm Street                  )                                   
Wayne, MI 48184                                                       

Melvin Rosen                   121,212       5.35%                    
930 N.E. 176th Street                                                 
N. Miami Beach, Florida                                               
33162                                                                 

Richard L. Vega               5,000(4)       .22%                     
1245 W. Fairbanks Ave.                                                
Suite 380                                                             
Winter Park, Florida 32789                                            

J. Richard Crowley            5,000(4)       .22%                     
2600 Maitland Center Pkwy.                                            
Suite 100                                                             
Maitland, Florida 32751                                               

All officers and directors  600,000(3)(4                              
as a                              )       26.49%                      
group (4 persons)                                                     

(1)    Except as otherwise indicated, all stockholders  have                    
sole  voting  and  investment power  with  respect  to  the                   
shares  of Common Stock set forth opposite their respective                   
names.                                                                        

(2)     Based   on   2,196,212   shares  of   Common   Stock                    
outstanding on March 31, 1997.                                                

(3)    Includes  10,000  shares  and  warrants  to  purchase                    
10,000  shares held jointly by Messrs. Duquette and Devlin.                   
Messrs.  Duquette and Devlin have agreed not  to  offer  or                   
sell any shares of Common Stock until May 3, 1997.                            

(4)     Includes  currently  exercisable  stock  options  or                    
warrants,  or both, to purchase 41,000, 20,000,  3,000  and                   
5,000  shares  held by Messrs. Duquette, Devlin,  Vega  and                   
Crowley, respectively.                                                        

Item 12.  Certain Relationships and Related Transactions                        

Upon  its  incorporation on May 7, 1993,  the  Company              
issued 250,000 shares of its Common Stock to each of Messrs.                    
Duquette  and Devlin, officers and directors of the Company,                    
for  total consideration of $124,276.  During the nine-month                    
period  ended September 30, 1994, Mr. Devlin made  net  cash                    
capital   contributions  to  the  Company  of  approximately                    
$46,550 which were used for working capital.                                    

Mr.  Duquette  and  Mr. Devlin  each  had  a  minority              
interest of less than 1% in the Grand Alliance LaCrosse  (F)                    
Partnership,  which sold certain station  licenses  for  the                    
LaCrosse System to the Company.  Mr. Duquette and Mr. Devlin                    
received  less  than 1% of the fees paid by the  Company  to                    
Grand Alliance LaCrosse (F) Partnership.                                        

In  August  1994, Messrs. Duquette and Devlin  jointly              
purchased a unit of the Company's securities, for a purchase                    
price  of  $50,000, as part of a private  placement  by  the                    
Company of 22.5 units to 29 accredited investors.  The units                    
consisted  of  secured  promissory notes  in  the  principal                    
amount  of  $50,000, 10,000 shares of Common  Stock,  and  a                    
warrant  to  purchase 10,000 shares of the Company's  Common                    
Stock.                                                                          

During  August 1994, the Company advanced  $50,000  to              
Messrs.  Duquette  and  Devlin.  The  loan  was  payable  on                    
demand, without interest.  Proceeds of the loan were used by                    
Messrs. Duquette and Devlin for personal expenses.  The loan                    
was repaid in full in November 1994.                                            

In  February 1996, the Company, through its Costa  Rica               
subsidiaries,  acquired  two companies  that  together  hold                    
certain   rights   to   eighteen  frequency   licenses   for                    
broadcasting wireless cable services in Costa Rica.  In  the                    
first  acquisition, the Company, through Fepeca de  Tournon,                    
S.A.,  a new, wholly-owned Costa Rica subsidiary corporation                    
of  the  Company ("Fepeca de Tournon, S.A."), acquired  from                    
Melvin  Rosen all of the outstanding shares of common  stock                    
of   Televisora  Canal  Diecinueve,  S.A.,  a   Costa   Rica                    
corporation  ("Canal  19") for a  total  purchase  price  of                    
$3,000,000, $1,000,000 of which was paid to Mr. Rosen at the                    
closing,  with the balance to be paid on February 23,  1997,                    
with  interest thereon at the rate of 3.6% per annum payable                    
monthly.  The payment of this deferred amount is secured  by                    
all of the acquired shares of stock of Canal 19 and of Grupo                    
Masteri, S.A. (see below).                                                      

In the second acquisition, the Company, through Fepeca              
de  Tournon,  S.A.,  acquired from  Mr.  Rosen  all  of  the                    
outstanding shares of common stock of Grupo Masteri, S.A., a                    
Costa Rica corporation ("Grupo"), for a total purchase price                    
of  $1,000,000 paid at the closing by delivery to Mr.  Rosen                    
of  121,212 restricted shares of the Company's common stock,                    
which   represented  approximately  6%  of   the   Company's                    
outstanding  capital stock at the time of  the  acquisition.                    
Such shares are subject to certain registration rights.  See                    
"Management's Discussion and Analysis-Liquidity and  Capital                    
Resources," and "Business-Acquisitions."                                        

On  December  23, 1996, the Company  engaged  Kent  T.              
Allen,  Carl  Caserta,  Richard J. Fixaris  and  Charles  S.                    
Arnold  (the "Consultants") to provide financial and  public                    
relations  services to the Company for a  period  of  twelve                    
months.  The Company has issued a total of 200,000 shares of                    
its  common stock to the Consultants as compensation for the                    
services to be provided by the Consultants pursuant  to  the                    
Consulting  Agreements  between  the  Consultants  and   the                    
Company (the "Consulting Agreements").  The Consultants have                    
each  agreed  to  pay  for  all of the  costs  and  expenses                    
incurred  by  the Consultants in connection  with  rendering                    
financial  and  public  relations services  to  the  Company                    
pursuant to the Consulting Agreements. The Company has filed                    
a  registration statement on Form S-8 covering the shares of                    
common  stock  issued to the Consultants.   The  Consultants                    
have disclaimed any affiliation with one another.                               

On February 24, 1997, Mr. Duquette and Mr. Devlin each              
loaned  to  the Company the sum of $25,000 ($50,000  in  the                    
aggregate)  for  use  by the Company in  paying  a  required                    
deposit to Mr. Rosen (see "Business - General Development of                    
Business  -  Rosen Debt").  These loans are  represented  by                    
accounts payable from the Company with interest at the prime                    
rate.   No repayment terms have yet been determined  by  the                    
lenders and the Company.                                                        

As the requisite conditions of competitive, free-market               
dealings may not exist, the foregoing transactions cannot be                    
presumed to have been carried out on an arms- length  basis,                    
nor  upon  terms  no  less favorable than  had  unaffiliated                    
parties been involved.                                                          

Except  as  set forth herein, there are  currently  no              
other   proposed  transactions  between  the  Company,   its                    
officers, directors, shareholders, and affiliates.  Although                    
future transactions between the Company and such parties are                    
possible,  including a transaction relating  to  a  business                    
opportunity,  the  Board of Directors  of  the  Company  has                    
adopted  a policy regarding transactions between the Company                    
and  any  officer,  director  or affiliate,  including  loan                    
transactions,  requiring  that  all  such  transactions   be                    
approved  by a majority of the independent and disinterested                    
members  of  the  Board  of  Directors  and  that  all  such                    
transactions  be  for a bona fide business  purpose  and  be                    
entered  into on terms at least as favorable to the  Company                    
as  could  be  obtained from unaffiliated independent  third                    
parties.                                                                        

Item 13.  Exhibits and Reports on Form 8-K                                      

Exhibits.  See Index to Exhibits for a list  of  those              
exhibits filed as part of this report.                                          

Reports  on Form 8-K.  The Company filed the following              
Current  Reports  on Form 8-K during the fourth  quarter  of                    
1996 and prior to the date of this Report:                                      

1.    Current  Report on Form 8-K dated  November  25,              
1996,  as  amended by the Current Report on Form 8-KA  dated                    
December  23,  1996  and  filed on December  23,  1996.   On                    
November  25,  1996, the Company entered into  a  consulting                    
agreement  with  Cored Capital Corporation, which  agreement                    
was  rescinded  by the mutual agreement of  the  parties  on                    
December 23, 1996.                                                              

2.    Current  Report on Form 8-K dated  November  25,              
1996,  as  amended by the Current Report on Form 8-KA  dated                    
December  23,  1996  and  filed on December  23,  1996.   On                    
November  25,  1996, the Company entered into  a  consulting                    
agreement  with Ocean Marketing Corporation, which agreement                    
was  rescinded  by the mutual agreement of  the  parties  on                    
December 23, 1996.                                                              

3.    Current  Report on Form 8-K dated  November  26,              
1996.   The  Company reported under Item 5 that on  November                    
26,  1996, the Company accepted a subscription from Investor                    
Resource  Services, Inc. for purchase of 250 shares  of  the                    
Company's  Series A Convertible Preferred Stock  ("Series  A                    
Stock")  at a price of $1,000 per share for a total purchase                    
price of $250,000.                                                              

4.    Current  Report on Form 8-K dated  November  26,              
1996. The Company reported under Item 5 that on November 26,                    
1996, the Company accepted a subscription from Amber Capital                    
Corporation  for  purchase of 250 shares  of  the  Company's                    
Series A Convertible Preferred Stock ("Series A Stock") at a                    
price  of  $1,000  per share for a total purchase  price  of                    
$250,000.                                                                       

5.    Current  Report on Form 8-K dated  December  23,              
1996. The Company reported under Item 5 that on December 23,                    
1996,  the Company entered into a Consulting Agreement  with                    
Charles S. Arnold whereby the Company engaged Mr. Arnold  to                    
provide certain financial and public relations services.                        

6.    Current  Report on Form 8-K dated  December  23,              
1996. The Company reported under Item 5 that on December 23,                    
1996,  the Company entered into a Consulting Agreement  with                    
Carl  Caserta  whereby the Company engaged  Mr.  Caserta  to                    
provide certain financial and public relations services.                        

7.    Current  Report on Form 8-K dated  December  23,              
1996. The Company reported under Item 5 that on December 23,                    
1996,  the Company entered into a Consulting Agreement  with                    
Kent  T.  Allen  whereby the Company engaged  Mr.  Allen  to                    
provide certain financial and public relations services.                        

8.    Current  Report on Form 8-K dated  December  23,              
1996. The Company reported under Item 5 that on December 23,                    
1996,  the Company entered into a Consulting Agreement  with                    
Richard  J. Fixaris whereby the Company engaged Mr.  Fixaris                    
to provide certain financial and public relations services.                     

9.    Amendment No. 3 to Current Report on Form  8-K/A              
dated February 12, 1997, as further amended by Amendment No.                    
4  to  Current Report on Form 8-K/A dated February 27, 1997.                    
These  Amendments amend the Current Report on Form 8-K dated                    
February 12, 1996, as amended by Amendment to Current Report                    
on Form 8-K/A dated February 23, 1996, as further amended by                    
Amendment  No. 2 to Current Report on Form 8-K/A  dated  May                    
20,  1996,  reporting  under Item 2  acquisitions  of  stock                    
and/or assets in certain Costa Rican companies.  On February                    
12,  1997, the Company and Melvin Rosen ("'Seller")  entered                    
in  an  agreement  providing for the  restructuring  of  the                    
promissory note (the "Note") dated February 23, 1996, in the                    
original  principal  amount  of  $2,000,000,  given  by  the                    
Company  to  Seller  in connection with the  acquisition  of                    
Televisora Canal Diecinueve, S.A.  The agreement was amended                    
and restated by the parties on February 21, 1997.                               

SIGNATURES                    

Pursuant to the requirements of Section 13 or 15(d) of                
the Securities Exchange Act of 1934, the Registrant has duly                    
caused this report to be signed in its behalf by the                            
undersigned, thereunto duly authorized.                                         

  TEL-COM WIRELESS CABLE
TV CORPORATION      

Dated:   April  29,  1997             By:   /s/  Fernand  L.                    
Duquette                                                                        
                 Fernand   L.  Duquette,
President                                                                       

Pursuant to the requirements of the Securities Exchange               
Act  of  1934,  this  report has been signed  below  by  the                    
following  persons on behalf of the Registrant  and  in  the                    
capacities and on the dates indicated.                                          

/s/ Fernand L. Duquette                              April                  
29, 1997                                                                        
Fernand L. Duquette, President and                                              
Director                                                                        

/s/ Dennis J. Devlin                                 April                  
29, 1997                                                                        
Dennis J. Devlin, Vice President and                                            
Director                                                                        

/s/  J. Richard Crowley                            April 29,                    
1997                                                                            
J. Richard Crowley, Director                                                    

/s/  Richard L. Vega                               April 29,                    
1997                                                                            
Richard L. Vega, Director                                                       

INDEX TO EXHIBITS                   

Exhibit Plans of Acquisition:                                                   
2                                                                               

2.1 Agreement  for Purchase and Sale of  Stock                  
dated February 7, 1996, by and among Tel-             
Com   Wireless   Cable  TV   Corporation,             
Televisora  Canal Diecinueve,  S.A.,  and             
Melvin Rosen was filed as Exhibit 2.1  to             
the  Current  Report on  Form  8-K  dated             
February  12,  1996, and is  incorporated             
herein by reference.                                  

2.2 Amended   and   Restated   Agreement   for                  
Purchase and Sale of Stock dated February             
22, 1996, among Tel-Com Wireless Cable TV             
Corporation, Televisora Canal Diecinueve,             
S.A.,  and  Melvin Rosen,  was  filed  as             
Exhibit 2.1 to the Current Report on Form             
8-K/A  dated  February 22, 1996,  and  is             
incorporated herein by reference.                     

2.3 Agreement  for Purchase and Sale of  Stock                  
dated February 7, 1996, by and among Tel-             
Com  Wireless Cable TV Corporation, Grupo             
Masteri, S.A., and Melvin Rosen was filed             
as  Exhibit 2.2 to the Current Report  on             
Form 8-K dated February 12, 1996, and  is             
incorporated herein by reference.                     

2.4 Amended   and   Restated   Agreement   for                  
Purchase and Sale of Stock dated February             
22, 1996, among Tel-Com Wireless Cable TV             
Corporation,  Grupo  Masteri,  S.A.,  and             
Melvin Rosen, was filed as Exhibit 2.2 to             
the  Current  Report on Form 8-K/A  dated             
February  22,  1996, and is  incorporated             
herein by reference.                                  

2.5     Letter  Agreement dated  February  12,                  
1997,  between  the  Company  and  Melvin             
Rosen  was  filed  as Exhibit  2  to  the             
Current   Report  on  Form  8-K/A   dated             
February  14,  1997, and is  incorporated             
herein by reference.                                  

2.6         Amended   and   Restated    Letter                  
Agreement dated February 21, 1997 between             
the Company and Melvin Rosen was filed as             
Exhibit  2 to the Current Report on  Form             
8-K/A  dated  February 27, 1997,  and  is             
incorporated herein by reference.                     

Exhibit 3.1     The  Articles  of  Incorporation,   as                          
3            amended     to     date,     and      the                          
bylaws  of  the Company were attached  as             
an  Exhibit to the Registration Statement             
on  Form  SB, filed on May 3,  1995,  are             
incorporated herein by reference.                     

3.2       Amendments   to  the   Articles   of                  
Incorporation   authorizing   Series    A             
Preferred Stock were filed as Exhibit 4.1             
to  the Current Report on Form 8-K  dated             
November  26,  1996, and are incorporated             
herein by reference.                                  

Exhibit Instruments  defining the rights  of  security                          
4       holders  are  set  forth in  the  Articles  of                          
Incorporation,  as amended,  as  described  in                  
Exhibit 3.                                                      

Exhibit Material Contracts:                             Pag                     
10                                                       e                      
10.3Stock Option Agreement (Duquette)                           

10.4    Stock Option Agreement (Devlin)                         

10.5Stock Option Agreement (Crowley)                            

10.6Stock Option Agreement (Vega)                               

10.7Stock Option Agreement (Duquette)                           

10.8Stock Option Agreement (Devlin)                             

Exhibit A  list  of the Subsidiaries of the Registrant                          
21      was  filed as Exhibit 21 to the Annual  Report                          
on  Form 10-KSB dated March 29, 1996,  and  is                  
incorporated herein by reference.                               

Financi                                                 F-1                     
al                                                                              
Stateme                                                                         
nts                                                                             

Exhibit 99.1Subscription Agreement dated November  25,                          
99           1996,   between  the  Company  and  Amber                          
Capital  Corporation was filed as Exhibit             
99  to  the  Current Report on  Form  8-K             
dated   November   26,   1996,   and   is             
incorporated herein  by reference.                    

99.2Subscription Agreement dated November  25,                  
1996,  between the Company  and  Investor             
Resource  Services,  Inc.  was  filed  as             
Exhibit 99 to the Current Report on  Form             
8-K  dated  November  26,  1996,  and  is             
incorporated herein  by reference.                    

99.3Consulting  Agreement dated  December  23,                  
1996,  between the Company  and  Kent  T.             
Allen  was  filed as Exhibit  99  to  the             
Current Report on Form 8-K dated December             
23, 1996, and is incorporated herein   by             
reference.                                            

99.4Consulting  Agreement dated  December  23,                  
1996, between the Company and Charles  S.             
Arnold  was filed as Exhibit  99  to  the             
Current Report on Form 8-K dated December             
23, 1996, and is incorporated herein   by             
reference.                                            

99.5Consulting  Agreement dated  December  23,                  
1996,   between  the  Company  and   Carl             
Caserta  was filed as Exhibit 99  to  the             
Current Report on Form 8-K dated December             
23, 1996, and is incorporated herein   by             
reference.                                            

99.6Consulting  Agreement dated  December  23,                  
1996, between the Company and Richard  J.             
Fixaris  was filed as Exhibit 99  to  the             
Current Report on Form 8-K dated December             
23, 1996, and is incorporated herein   by             
reference.                                            

TEL-COM WIRELESS CABLE TV CORPORATION                   

STOCK OPTION GRANT                    

Optionee:                     Dennis J. Devlin                                  

Address:                      34131 Michigan Avenue                             
Wayne, MI  48184    

Total Shares Subject to Option:         5,000                                   

Exercise Price per Share:               $5.85                                   

Date of Grant:                     December 3, 1996                             

Expiration Date:                   December 3, 2001                             

Type of Option:                    [ X ] Incentive Stock                        
Option                                                                          
    [   ] Nonqualified Stock
Option                                                                          

1.   Grant of Option.  Tel-Com Wireless Cable TV                      
Corporation, a Florida corporation (the "Company"), hereby                      
grants to the optionee named above ("Optionee") an option                       
(this "Option") to purchase the total number of shares of                       
common stock of the Company set forth above (the "Shares")                      
at the exercise price per share set forth above (the                            
"Exercise Price"), subject to all of the terms and                              
conditions of this Stock Option Grant (this "Grant") and the                    
Company's 1995 Stock Option Plan, as amended to the date                        
hereof (the "Plan").  If designated as an Incentive Stock                       
Option above, this Option is intended to qualify as an                          
"incentive stock option" ("ISO") within the meaning of                          
Section 422 of the Internal Revenue Code of 1986, as amended                    
(the "Revenue Code").  Unless otherwise defined herein,                         
capitalized terms used herein shall have the meanings                           
ascribed to them in the Plan.                                                   

2.   Exercise Period of Option.  Subject to the terms                 
and conditions of the Plan and this Grant, from and after                       
the Date of Grant, this Option shall be exercisable as to                       
all or any part of the Shares; provided that Optionee shall                     
in no event be entitled under this Option to purchase a                         
number of shares of the Company's common stock greater than                     
the "Total Shares Subject to Option" indicated above.                           

3.   Restriction on Exercise.  This Option may not be                 
exercised unless such exercise is in compliance with the                        
Securities Act of 1933, as amended (the "Securities Act")                       
and all applicable state securities laws as they are in                         
effect on the date of exercise, and the requirements of any                     
stock exchange or national market system on which the                           
Company's common stock may be listed at the time of                             
exercise.  Optionee understands that the Company is under no                    
obligation to register, qualify or list the Shares with the                     
Securities and Exchange Commission ("SEC"), any state                           
securities commission or any stock exchange to effect such                      
compliance.                                                                     

4.   Exercise Prior to Expiration of Option.  Except as               
provided below in this Section, this Option shall terminate                     
and may not be exercised if Optionee ceases to be in                            
Continuous Employment with the Company or any Parent or                         
Subsidiary of the Company.  Optionee shall be considered to                     
be employed by the Company if Optionee is an officer,                           
director or full-time employee of the Company or any Parent                     
or Subsidiary of the Company or if the Committee determines                     
that Optionee is rendering substantial services as a part-                      
time employee, consultant, contractor or adviser to the                         
Company or any Parent or Subsidiary of the Company.  The                        
Committee shall have discretion to determine whether                            
Optionee has ceased Continuous Employment with the Company                      
or any Parent or Subsidiary of the Company and the effective                    
date on which such employment terminated (the "Termination                      
Date").                                                                         

4.1  Termination Generally.  This Option shall be           
exercisable on or prior to the Expiration Date only as long                     
as the Optionee is in "Continuous Employment" with the                          
Company or is continually on the Board of Directors of the                      
Company or any Parent, Subsidiary, or any successor thereof.                    
Notwithstanding the preceding sentence, on or prior to the                      
Expiration Date, an Option which is otherwise exercisable in                    
accordance with its provisions shall be exercisable;                            

(i)  for a period ending ninety (90) days         
after Optionee's Termination Date, unless the Optionee was                      
terminated for Cause by the Company, in which case the                          
Option terminates on the Termination Date; or                                   

(ii) for a period ending ninety (90) days         
after the removal or resignation of the Optionee from the                       
Board of Directors, which such Optionee has served; or                          

(iii)     by the estate of the Optionee,          
within one (1) year after the date of the Optionee's death,                     
if the Optionee should die while in the Continuous                              
Employment of the Company or while serving on the Board of                      
Directors of the Company or any Parent, Subsidiary, or any                      
successor thereof; or                                                           

(iv) within one (1) year after Optionee's         
Termination Date, if the Optionee becomes disabled during                       
Continuous Employment with the Company and such disability                      
is the cause of termination.                                                    

For purposes of this Grant, the term "Continuous                      
Employment" shall mean the absence of any interruption or                       
termination of employment (or termination of a consulting                       
contract) with the Company or any Parent or Subsidiary which                    
now exists or hereafter is organized or acquired by the                         
Company.  Continuous Employment with the Company shall not                      
be considered interrupted in the case of sick leave,                            
military leave, or any other leave of absence approved by                       
the Company or in the case of transfers between locations of                    
the Company or between any Parent or Subsidiary, or                             
successor thereof.  The term "Cause" as used in this Section                    
4 shall mean: (i) commission of a felony or a charge of                         
theft, dishonesty, fraud or embezzlement; (ii) failure to                       
adhere to Company's reasonable directives and policies,                         
willful disobedience or insubordination; (iii) disclosing to                    
a competitor or other unauthorized person, proprietary                          
information, confidences or trade secrets of the Company or                     
any Parent or Subsidiary; (iv) recruitment of Company or any                    
Parent or Subsidiary personnel on behalf of a competitor or                     
potential competitor of the Company, any Parent or                              
Subsidiary, or any successor thereof; or (v) solicitation of                    
business on behalf of a competitor or potential competitor                      
of the Company, any Parent or Subsidiary, or any successor                      
thereof.                                                                        

4.2  No Right of Employment.  Nothing in the Plan           
or this Grant shall confer on Optionee any right to continue                    
in the employ of, or other relationship with, the Company or                    
any Parent or Subsidiary of the Company or limit in any way                     
the right of the Company or any Parent or Subsidiary of the                     
Company to terminate Optionee's employment or other                             
relationship at any time, with or without cause.                                

5.   Manner of Exercise.                                              

5.1  Exercise Agreement.  This Option shall be              
exercisable by delivery to the Company of an executed                           
written Stock Option Exercise Agreement in the form attached                    
hereto as Exhibit A, or in such other form as may be                            
approved by the Company, which shall set forth Optionee's                       
election to exercise some or all of this Option, the number                     
of Shares being purchased, any restrictions imposed on the                      
Shares and such other representations and agreement as may                      
be required by the Company to comply with applicable                            
securities laws.                                                                

5.2  Exercise Price. The Stock Option Exercise              
Agreement shall be accompanied by full payment of the                           
Exercise Price for the Shares being purchased.  The exercise                    
of this Option shall be contingent upon prior or                                
simultaneous receipt by the Company of cash or a certified                      
bank check to its order, shares of the Company's common                         
stock, or any combination of the foregoing in an amount                         
equal to the full Exercise Price of the Shares being                            
purchased.  For purposes of this Section 5, shares of the                       
Company's common stock that are delivered in payment of the                     
Exercise Price shall be valued at their fair market value,                      
as determined under the provisions of the Plan.  In the                         
alternative, the Board of Directors may, but is not required                    
to, accept a promissory note, secured or unsecured, in the                      
amount of the Exercise Price made by the Optionee on terms                      
and conditions satisfactory to the Board of Directors.                          

5.3  Withholding Taxes.  Prior to the issuance of           
the Shares upon exercise of this Option, Optionee must pay                      
or make adequate provision for any applicable federal or                        
state withholding obligations of the Company.                                   

5.4  Issuance of Shares.  Provided that such                
notice and payment are in form and substance satisfactory to                    
counsel for the Company, the Company shall cause the Shares                     
to be issued in the name of Optionee or Optionee's legal                        
representative.                                                                 

6.   Notice of Disqualifying Disposition of ISO Shares.               
If the Option granted to Optionee herein is an ISO, and if                      
Optionee sells or otherwise disposes of any of the Shares                       
acquired pursuant to the ISO within (a) the date two years                      
after the Date of Grant, or (b) the date one year after                         
exercise of the ISO with respect to the Shares to be sold or                    
disposed, Optionee shall immediately notify the Company in                      
writing of such disposition.  Optionee acknowledges and                         
agrees that Optionee may be subject to income tax                               
withholding by the Company on the compensation income                           
recognized by Optionee from any such early disposition by                       
payment in cash (or in Shares, to the extent permissible                        
under Section 5.2) or out of the current wages or other                         
earnings payable to Optionee.                                                   

7.   Nontransferability of Option.  Except as otherwise               
provided in Section 4 hereof, an Option granted to an                           
Optionee may be exercised only during such Optionee's                           
lifetime by such Optionee.  An Option may not be sold,                          
exchanged, assigned, pledged, encumbered, hypothecated or                       
otherwise transferred except by will or by the laws of                          
descent and distribution.  No Option or any right thereunder                    
shall be subject to execution, attachment or similar process                    
by any creditors of the Optionee.  Upon any attempted                           
assignment, transfer, pledge, hypothecation or other                            
encumbrance of any Option contrary to the provisions hereof,                    
such Option and all rights thereunder shall immediately                         
terminate and shall be null and void with respect to the                        
transferee or assignee.                                                         

8.   Tax Consequences.  Set forth below is a brief                    
summary as of the date this form of Grant was adopted of                        
some of the federal tax consequences of exercise of this                        
Option and disposition of the Shares.  THIS SUMMARY IS                          
NECESSARILY INCOMPLETE AND THE TAX LAWS AND REGULATIONS ARE                     
SUBJECT TO CHANGE.  OPTIONEE SHOULD CONSULT A TAX ADVISER                       
BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.                       

8.1  Exercise of ISO.  If this Option qualifies as          
an ISO, there will be no regular federal income tax                             
liability upon the exercise of the Option, although the                         
excess, if any, of the fair market value of the Shares on                       
the date of exercise over the Exercise Price will be treated                    
as an adjustment to alternative minimum taxable income for                      
federal income tax purposes and may subject Optionee to an                      
alternative minimum tax liability in the year of exercise.                      

8.2  Exercise of Nonqualified Stock Option.  If             
this Option does not qualify as an ISO, there may be a                          
regular federal income tax liability upon the exercise of                       
the Option.  Optionee will be treated as having received                        
compensation income (taxable at ordinary income tax rates)                      
equal to the excess, if any, of the fair market value of the                    
Shares on the date of exercise over the Exercise Price.  The                    
Company will be required to withhold from Optionee's                            
compensation or collect from Optionee and pay to the                            
applicable taxing authorities an amount equal to a                              
percentage of this compensation income at the time of                           
exercise.                                                                       

8.3  Disposition of Shares.  In the case of a               
Nonqualified Stock Option, if Shares are held for more than                     
one year before disposition, any gain on disposition of the                     
Shares will be treated as long-term capital gain for federal                    
income tax purposes.   In the case of an ISO, if Shares are                     
held for more than one year after the date of exercise and                      
more than two years after the Date of Grant, any gain on                        
disposition on the Shares will be treated as long-term                          
capital gain for federal income tax purposes.  If Shares                        
acquired pursuant to an ISO are disposed of within such one                     
year or two year periods (a "disqualifying disposition"),                       
gain on such disqualifying disposition will be treated as                       
compensation income (taxable at ordinary income rates) to                       
the extent of the excess, if any, of the fair market value                      
of the Shares on the date of exercise over the Exercise                         
Price (the "Spread"), or, of less, the difference between                       
the amount realized on the sale of such Shares and the                          
Exercise Price.  Any gain in excess of the Spread shall be                      
treated as capital gain.                                                        

9.   Interpretation.  Any dispute regarding the                       
interpretation of this Grant shall be submitted by Optionee                     
or the Company to the Company's Board of Directors or the                       
Committee thereof that administers the Plan, which shall                        
review such dispute at its next regular meeting.  The                           
resolution of such a dispute by the Board or Committee shall                    
be final and binding on the Company and on Optionee.                            

10.  Entire Agreement.  The Plan and the Stock Option                 
Exercise Agreement attached as Exhibit A are incorporated                       
herein by this reference.  This Grant, the Plan and the                         
Stock Option Exercise Agreement constitute the entire                           
agreement of the parties hereto and supersede all prior                         
undertakings and agreements with respect to the subject                         
matter hereof.                                                                  

     TEL-COM WIRELESS CABLE TV
CORPORATION                                                                     

By:______________________________________                                       
          Fernand L. Duquette, President

ACCEPTANCE                                                                      

Optionee hereby acknowledges receipt of a copy of the                 
Plan, represents that Optionee has read and understands the                     
terms and provisions thereof, and accepts this Option                           
subject to all the terms and conditions of the Plan and this                    
Stock Option Grant.  Optionee acknowledges that there may be                    
adverse tax consequences upon exercise of this Option or                        
disposition of the Shares and that Optionee should consult a                    
tax adviser prior to such exercise or disposition.                              

________________________________________                                        
Dennis J. Devlin              

clients/tcc/stock/12/3/96DEV Opt Grant                                          
TEL-COM WIRELESS CABLE TV CORPORATION                   

STOCK OPTION GRANT                    

Optionee:                     Fernand L. Duquette                               

Address:                      3855 South Atlantic Avenue                        
    Daytona Beach, FL  32127

Total Shares Subject to Option:         25,000                                  

Exercise Price per Share:               $5.85                                   

Date of Grant:                     December 3, 1996                             

Expiration Date:                   December 3, 2001                             

Type of Option:                    [ X ] Incentive Stock                        
Option                                                                          
    [   ] Nonqualified Stock
Option                                                                          

1.   Grant of Option.  Tel-Com Wireless Cable TV                      
Corporation, a Florida corporation (the "Company"), hereby                      
grants to the optionee named above ("Optionee") an option                       
(this "Option") to purchase the total number of shares of                       
common stock of the Company set forth above (the "Shares")                      
at the exercise price per share set forth above (the                            
"Exercise Price"), subject to all of the terms and                              
conditions of this Stock Option Grant (this "Grant") and the                    
Company's 1995 Stock Option Plan, as amended to the date                        
hereof (the "Plan").  If designated as an Incentive Stock                       
Option above, this Option is intended to qualify as an                          
"incentive stock option" ("ISO") within the meaning of                          
Section 422 of the Internal Revenue Code of 1986, as amended                    
(the "Revenue Code").  Unless otherwise defined herein,                         
capitalized terms used herein shall have the meanings                           
ascribed to them in the Plan.                                                   

2.   Exercise Period of Option.  Subject to the terms                 
and conditions of the Plan and this Grant, from and after                       
the Date of Grant, this Option shall be exercisable as to                       
all or any part of the Shares; provided that Optionee shall                     
in no event be entitled under this Option to purchase a                         
number of shares of the Company's common stock greater than                     
the "Total Shares Subject to Option" indicated above.                           

3.   Restriction on Exercise.  This Option may not be                 
exercised unless such exercise is in compliance with the                        
Securities Act of 1933, as amended (the "Securities Act")                       
and all applicable state securities laws as they are in                         
effect on the date of exercise, and the requirements of any                     
stock exchange or national market system on which the                           
Company's common stock may be listed at the time of                             
exercise.  Optionee understands that the Company is under no                    
obligation to register, qualify or list the Shares with the                     
Securities and Exchange Commission ("SEC"), any state                           
securities commission or any stock exchange to effect such                      
compliance.                                                                     

4.   Exercise Prior to Expiration of Option.  Except as               
provided below in this Section, this Option shall terminate                     
and may not be exercised if Optionee ceases to be in                            
Continuous Employment with the Company or any Parent or                         
Subsidiary of the Company.  Optionee shall be considered to                     
be employed by the Company if Optionee is an officer,                           
director or full-time employee of the Company or any Parent                     
or Subsidiary of the Company or if the Committee determines                     
that Optionee is rendering substantial services as a part-                      
time employee, consultant, contractor or adviser to the                         
Company or any Parent or Subsidiary of the Company.  The                        
Committee shall have discretion to determine whether                            
Optionee has ceased Continuous Employment with the Company                      
or any Parent or Subsidiary of the Company and the effective                    
date on which such employment terminated (the "Termination                      
Date").                                                                         

4.1  Termination Generally.  This Option shall be           
exercisable on or prior to the Expiration Date only as long                     
as the Optionee is in "Continuous Employment" with the                          
Company or is continually on the Board of Directors of the                      
Company or any Parent, Subsidiary, or any successor thereof.                    
Notwithstanding the preceding sentence, on or prior to the                      
Expiration Date, an Option which is otherwise exercisable in                    
accordance with its provisions shall be exercisable;                            

(i)  for a period ending ninety (90) days         
after Optionee's Termination Date, unless the Optionee was                      
terminated for Cause by the Company, in which case the                          
Option terminates on the Termination Date; or                                   

(ii) for a period ending ninety (90) days         
after the removal or resignation of the Optionee from the                       
Board of Directors, which such Optionee has served; or                          

(iii)     by the estate of the Optionee,          
within one (1) year after the date of the Optionee's death,                     
if the Optionee should die while in the Continuous                              
Employment of the Company or while serving on the Board of                      
Directors of the Company or any Parent, Subsidiary, or any                      
successor thereof; or                                                           

(iv) within one (1) year after Optionee's         
Termination Date, if the Optionee becomes disabled during                       
Continuous Employment with the Company and such disability                      
is the cause of termination.                                                    

For purposes of this Grant, the term "Continuous                      
Employment" shall mean the absence of any interruption or                       
termination of employment (or termination of a consulting                       
contract) with the Company or any Parent or Subsidiary which                    
now exists or hereafter is organized or acquired by the                         
Company.  Continuous Employment with the Company shall not                      
be considered interrupted in the case of sick leave,                            
military leave, or any other leave of absence approved by                       
the Company or in the case of transfers between locations of                    
the Company or between any Parent or Subsidiary, or                             
successor thereof.  The term "Cause" as used in this Section                    
4 shall mean: (i) commission of a felony or a charge of                         
theft, dishonesty, fraud or embezzlement; (ii) failure to                       
adhere to Company's reasonable directives and policies,                         
willful disobedience or insubordination; (iii) disclosing to                    
a competitor or other unauthorized person, proprietary                          
information, confidences or trade secrets of the Company or                     
any Parent or Subsidiary; (iv) recruitment of Company or any                    
Parent or Subsidiary personnel on behalf of a competitor or                     
potential competitor of the Company, any Parent or                              
Subsidiary, or any successor thereof; or (v) solicitation of                    
business on behalf of a competitor or potential competitor                      
of the Company, any Parent or Subsidiary, or any successor                      
thereof.                                                                        

4.2  No Right of Employment.  Nothing in the Plan           
or this Grant shall confer on Optionee any right to continue                    
in the employ of, or other relationship with, the Company or                    
any Parent or Subsidiary of the Company or limit in any way                     
the right of the Company or any Parent or Subsidiary of the                     
Company to terminate Optionee's employment or other                             
relationship at any time, with or without cause.                                

5.   Manner of Exercise.                                              

5.1  Exercise Agreement.  This Option shall be              
exercisable by delivery to the Company of an executed                           
written Stock Option Exercise Agreement in the form attached                    
hereto as Exhibit A, or in such other form as may be                            
approved by the Company, which shall set forth Optionee's                       
election to exercise some or all of this Option, the number                     
of Shares being purchased, any restrictions imposed on the                      
Shares and such other representations and agreement as may                      
be required by the Company to comply with applicable                            
securities laws.                                                                

5.2  Exercise Price. The Stock Option Exercise              
Agreement shall be accompanied by full payment of the                           
Exercise Price for the Shares being purchased.  The exercise                    
of this Option shall be contingent upon prior or                                
simultaneous receipt by the Company of cash or a certified                      
bank check to its order, shares of the Company's common                         
stock, or any combination of the foregoing in an amount                         
equal to the full Exercise Price of the Shares being                            
purchased.  For purposes of this Section 5, shares of the                       
Company's common stock that are delivered in payment of the                     
Exercise Price shall be valued at their fair market value,                      
as determined under the provisions of the Plan.  In the                         
alternative, the Board of Directors may, but is not required                    
to, accept a promissory note, secured or unsecured, in the                      
amount of the Exercise Price made by the Optionee on terms                      
and conditions satisfactory to the Board of Directors.                          

5.3  Withholding Taxes.  Prior to the issuance of           
the Shares upon exercise of this Option, Optionee must pay                      
or make adequate provision for any applicable federal or                        
state withholding obligations of the Company.                                   

5.4  Issuance of Shares.  Provided that such                
notice and payment are in form and substance satisfactory to                    
counsel for the Company, the Company shall cause the Shares                     
to be issued in the name of Optionee or Optionee's legal                        
representative.                                                                 

6.   Notice of Disqualifying Disposition of ISO Shares.               
If the Option granted to Optionee herein is an ISO, and if                      
Optionee sells or otherwise disposes of any of the Shares                       
acquired pursuant to the ISO within (a) the date two years                      
after the Date of Grant, or (b) the date one year after                         
exercise of the ISO with respect to the Shares to be sold or                    
disposed, Optionee shall immediately notify the Company in                      
writing of such disposition.  Optionee acknowledges and                         
agrees that Optionee may be subject to income tax                               
withholding by the Company on the compensation income                           
recognized by Optionee from any such early disposition by                       
payment in cash (or in Shares, to the extent permissible                        
under Section 5.2) or out of the current wages or other                         
earnings payable to Optionee.                                                   

7.   Nontransferability of Option.  Except as otherwise               
provided in Section 4 hereof, an Option granted to an                           
Optionee may be exercised only during such Optionee's                           
lifetime by such Optionee.  An Option may not be sold,                          
exchanged, assigned, pledged, encumbered, hypothecated or                       
otherwise transferred except by will or by the laws of                          
descent and distribution.  No Option or any right thereunder                    
shall be subject to execution, attachment or similar process                    
by any creditors of the Optionee.  Upon any attempted                           
assignment, transfer, pledge, hypothecation or other                            
encumbrance of any Option contrary to the provisions hereof,                    
such Option and all rights thereunder shall immediately                         
terminate and shall be null and void with respect to the                        
transferee or assignee.                                                         

8.   Tax Consequences.  Set forth below is a brief                    
summary as of the date this form of Grant was adopted of                        
some of the federal tax consequences of exercise of this                        
Option and disposition of the Shares.  THIS SUMMARY IS                          
NECESSARILY INCOMPLETE AND THE TAX LAWS AND REGULATIONS ARE                     
SUBJECT TO CHANGE.  OPTIONEE SHOULD CONSULT A TAX ADVISER                       
BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.                       

8.1  Exercise of ISO.  If this Option qualifies as          
an ISO, there will be no regular federal income tax                             
liability upon the exercise of the Option, although the                         
excess, if any, of the fair market value of the Shares on                       
the date of exercise over the Exercise Price will be treated                    
as an adjustment to alternative minimum taxable income for                      
federal income tax purposes and may subject Optionee to an                      
alternative minimum tax liability in the year of exercise.                      

8.2  Exercise of Nonqualified Stock Option.  If             
this Option does not qualify as an ISO, there may be a                          
regular federal income tax liability upon the exercise of                       
the Option.  Optionee will be treated as having received                        
compensation income (taxable at ordinary income tax rates)                      
equal to the excess, if any, of the fair market value of the                    
Shares on the date of exercise over the Exercise Price.  The                    
Company will be required to withhold from Optionee's                            
compensation or collect from Optionee and pay to the                            
applicable taxing authorities an amount equal to a                              
percentage of this compensation income at the time of                           
exercise.                                                                       

8.3  Disposition of Shares.  In the case of a               
Nonqualified Stock Option, if Shares are held for more than                     
one year before disposition, any gain on disposition of the                     
Shares will be treated as long-term capital gain for federal                    
income tax purposes.   In the case of an ISO, if Shares are                     
held for more than one year after the date of exercise and                      
more than two years after the Date of Grant, any gain on                        
disposition on the Shares will be treated as long-term                          
capital gain for federal income tax purposes.  If Shares                        
acquired pursuant to an ISO are disposed of within such one                     
year or two year periods (a "disqualifying disposition"),                       
gain on such disqualifying disposition will be treated as                       
compensation income (taxable at ordinary income rates) to                       
the extent of the excess, if any, of the fair market value                      
of the Shares on the date of exercise over the Exercise                         
Price (the "Spread"), or, of less, the difference between                       
the amount realized on the sale of such Shares and the                          
Exercise Price.  Any gain in excess of the Spread shall be                      
treated as capital gain.                                                        

9.   Interpretation.  Any dispute regarding the                       
interpretation of this Grant shall be submitted by Optionee                     
or the Company to the Company's Board of Directors or the                       
Committee thereof that administers the Plan, which shall                        
review such dispute at its next regular meeting.  The                           
resolution of such a dispute by the Board or Committee shall                    
be final and binding on the Company and on Optionee.                            

10.  Entire Agreement.  The Plan and the Stock Option                 
Exercise Agreement attached as Exhibit A are incorporated                       
herein by this reference.  This Grant, the Plan and the                         
Stock Option Exercise Agreement constitute the entire                           
agreement of the parties hereto and supersede all prior                         
undertakings and agreements with respect to the subject                         
matter hereof.                                                                  

     TEL-COM WIRELESS CABLE TV
CORPORATION                                                                     

By:______________________________________                                       
          Fernand L. Duquette, President

ACCEPTANCE                                                                      

Optionee hereby acknowledges receipt of a copy of the                 
Plan, represents that Optionee has read and understands the                     
terms and provisions thereof, and accepts this Option                           
subject to all the terms and conditions of the Plan and this                    
Stock Option Grant.  Optionee acknowledges that there may be                    
adverse tax consequences upon exercise of this Option or                        
disposition of the Shares and that Optionee should consult a                    
tax adviser prior to such exercise or disposition.                              

________________________________________                                        
Fernand L. Duquette           

clients/tcc/stock/12-3-96 DUQ Opt Grant                                         
TEL-COM WIRELESS CABLE TV CORPORATION                   

STOCK OPTION GRANT                    

Optionee:                     J. Richard Crowley                                

Address:                      5515 Pine Shade Court                             
Orlando, FL  32819  

Total Shares Subject to Option:         5,000                                   

Exercise Price per Share:               $7.5                                    

Date of Grant:                     August 2, 1996                               

Expiration Date:                   August 2, 2001                               

Type of Option:                    [ X ] Incentive Stock                        
Option                                                                          
    [   ] Nonqualified Stock
Option                                                                          

1.   Grant of Option.  Tel-Com Wireless Cable TV                      
Corporation, a Florida corporation (the "Company"), hereby                      
grants to the optionee named above ("Optionee") an option                       
(this "Option") to purchase the total number of shares of                       
common stock of the Company set forth above (the "Shares")                      
at the exercise price per share set forth above (the                            
"Exercise Price"), subject to all of the terms and                              
conditions of this Stock Option Grant (this "Grant") and the                    
Company's 1995 Stock Option Plan, as amended to the date                        
hereof (the "Plan").  If designated as an Incentive Stock                       
Option above, this Option is intended to qualify as an                          
"incentive stock option" ("ISO") within the meaning of                          
Section 422 of the Internal Revenue Code of 1986, as amended                    
(the "Revenue Code").  Unless otherwise defined herein,                         
capitalized terms used herein shall have the meanings                           
ascribed to them in the Plan.                                                   

2.   Exercise Period of Option.  Subject to the terms                 
and conditions of the Plan and this Grant, from and after                       
the Date of Grant, this Option shall be exercisable as to                       
all or any part of the Shares; provided that Optionee shall                     
in no event be entitled under this Option to purchase a                         
number of shares of the Company's common stock greater than                     
the "Total Shares Subject to Option" indicated above.                           

3.   Restriction on Exercise.  This Option may not be                 
exercised unless such exercise is in compliance with the                        
Securities Act of 1933, as amended (the "Securities Act")                       
and all applicable state securities laws as they are in                         
effect on the date of exercise, and the requirements of any                     
stock exchange or national market system on which the                           
Company's common stock may be listed at the time of                             
exercise.  Optionee understands that the Company is under no                    
obligation to register, qualify or list the Shares with the                     
Securities and Exchange Commission ("SEC"), any state                           
securities commission or any stock exchange to effect such                      
compliance.                                                                     

4.   Exercise Prior to Expiration of Option.  Except as               
provided below in this Section, this Option shall terminate                     
and may not be exercised if Optionee ceases to be in                            
Continuous Employment with the Company or any Parent or                         
Subsidiary of the Company.  Optionee shall be considered to                     
be employed by the Company if Optionee is an officer,                           
director or full-time employee of the Company or any Parent                     
or Subsidiary of the Company or if the Committee determines                     
that Optionee is rendering substantial services as a part-                      
time employee, consultant, contractor or adviser to the                         
Company or any Parent or Subsidiary of the Company.  The                        
Committee shall have discretion to determine whether                            
Optionee has ceased Continuous Employment with the Company                      
or any Parent or Subsidiary of the Company and the effective                    
date on which such employment terminated (the "Termination                      
Date").                                                                         

4.1  Termination Generally.  This Option shall be           
exercisable on or prior to the Expiration Date only as long                     
as the Optionee is in "Continuous Employment" with the                          
Company or is continually on the Board of Directors of the                      
Company or any Parent, Subsidiary, or any successor thereof.                    
Notwithstanding the preceding sentence, on or prior to the                      
Expiration Date, an Option which is otherwise exercisable in                    
accordance with its provisions shall be exercisable;                            

(i)  for a period ending ninety (90) days         
after Optionee's Termination Date, unless the Optionee was                      
terminated for Cause by the Company, in which case the                          
Option terminates on the Termination Date; or                                   

(ii) for a period ending ninety (90) days         
after the removal or resignation of the Optionee from the                       
Board of Directors, which such Optionee has served; or                          

(iii)     by the estate of the Optionee,          
within one (1) year after the date of the Optionee's death,                     
if the Optionee should die while in the Continuous                              
Employment of the Company or while serving on the Board of                      
Directors of the Company or any Parent, Subsidiary, or any                      
successor thereof; or                                                           

(iv) within one (1) year after Optionee's         
Termination Date, if the Optionee becomes disabled during                       
Continuous Employment with the Company and such disability                      
is the cause of termination.                                                    

For purposes of this Grant, the term "Continuous                      
Employment" shall mean the absence of any interruption or                       
termination of employment (or termination of a consulting                       
contract) with the Company or any Parent or Subsidiary which                    
now exists or hereafter is organized or acquired by the                         
Company.  Continuous Employment with the Company shall not                      
be considered interrupted in the case of sick leave,                            
military leave, or any other leave of absence approved by                       
the Company or in the case of transfers between locations of                    
the Company or between any Parent or Subsidiary, or                             
successor thereof.  The term "Cause" as used in this Section                    
4 shall mean: (i) commission of a felony or a charge of                         
theft, dishonesty, fraud or embezzlement; (ii) failure to                       
adhere to Company's reasonable directives and policies,                         
willful disobedience or insubordination; (iii) disclosing to                    
a competitor or other unauthorized person, proprietary                          
information, confidences or trade secrets of the Company or                     
any Parent or Subsidiary; (iv) recruitment of Company or any                    
Parent or Subsidiary personnel on behalf of a competitor or                     
potential competitor of the Company, any Parent or                              
Subsidiary, or any successor thereof; or (v) solicitation of                    
business on behalf of a competitor or potential competitor                      
of the Company, any Parent or Subsidiary, or any successor                      
thereof.                                                                        

4.2  No Right of Employment.  Nothing in the Plan           
or this Grant shall confer on Optionee any right to continue                    
in the employ of, or other relationship with, the Company or                    
any Parent or Subsidiary of the Company or limit in any way                     
the right of the Company or any Parent or Subsidiary of the                     
Company to terminate Optionee's employment or other                             
relationship at any time, with or without cause.                                

5.   Manner of Exercise.                                              

5.1  Exercise Agreement.  This Option shall be              
exercisable by delivery to the Company of an executed                           
written Stock Option Exercise Agreement in the form attached                    
hereto as Exhibit A, or in such other form as may be                            
approved by the Company, which shall set forth Optionee's                       
election to exercise some or all of this Option, the number                     
of Shares being purchased, any restrictions imposed on the                      
Shares and such other representations and agreement as may                      
be required by the Company to comply with applicable                            
securities laws.                                                                

5.2  Exercise Price. The Stock Option Exercise              
Agreement shall be accompanied by full payment of the                           
Exercise Price for the Shares being purchased.  The exercise                    
of this Option shall be contingent upon prior or                                
simultaneous receipt by the Company of cash or a certified                      
bank check to its order, shares of the Company's common                         
stock, or any combination of the foregoing in an amount                         
equal to the full Exercise Price of the Shares being                            
purchased.  For purposes of this Section 5, shares of the                       
Company's common stock that are delivered in payment of the                     
Exercise Price shall be valued at their fair market value,                      
as determined under the provisions of the Plan.  In the                         
alternative, the Board of Directors may, but is not required                    
to, accept a promissory note, secured or unsecured, in the                      
amount of the Exercise Price made by the Optionee on terms                      
and conditions satisfactory to the Board of Directors.                          

5.3  Withholding Taxes.  Prior to the issuance of           
the Shares upon exercise of this Option, Optionee must pay                      
or make adequate provision for any applicable federal or                        
state withholding obligations of the Company.                                   

5.4  Issuance of Shares.  Provided that such                
notice and payment are in form and substance satisfactory to                    
counsel for the Company, the Company shall cause the Shares                     
to be issued in the name of Optionee or Optionee's legal                        
representative.                                                                 

6.   Notice of Disqualifying Disposition of ISO Shares.               
If the Option granted to Optionee herein is an ISO, and if                      
Optionee sells or otherwise disposes of any of the Shares                       
acquired pursuant to the ISO within (a) the date two years                      
after the Date of Grant, or (b) the date one year after                         
exercise of the ISO with respect to the Shares to be sold or                    
disposed, Optionee shall immediately notify the Company in                      
writing of such disposition.  Optionee acknowledges and                         
agrees that Optionee may be subject to income tax                               
withholding by the Company on the compensation income                           
recognized by Optionee from any such early disposition by                       
payment in cash (or in Shares, to the extent permissible                        
under Section 5.2) or out of the current wages or other                         
earnings payable to Optionee.                                                   

7.   Nontransferability of Option.  Except as otherwise               
provided in Section 4 hereof, an Option granted to an                           
Optionee may be exercised only during such Optionee's                           
lifetime by such Optionee.  An Option may not be sold,                          
exchanged, assigned, pledged, encumbered, hypothecated or                       
otherwise transferred except by will or by the laws of                          
descent and distribution.  No Option or any right thereunder                    
shall be subject to execution, attachment or similar process                    
by any creditors of the Optionee.  Upon any attempted                           
assignment, transfer, pledge, hypothecation or other                            
encumbrance of any Option contrary to the provisions hereof,                    
such Option and all rights thereunder shall immediately                         
terminate and shall be null and void with respect to the                        
transferee or assignee.                                                         

8.   Tax Consequences.  Set forth below is a brief                    
summary as of the date this form of Grant was adopted of                        
some of the federal tax consequences of exercise of this                        
Option and disposition of the Shares.  THIS SUMMARY IS                          
NECESSARILY INCOMPLETE AND THE TAX LAWS AND REGULATIONS ARE                     
SUBJECT TO CHANGE.  OPTIONEE SHOULD CONSULT A TAX ADVISER                       
BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.                       

8.1  Exercise of ISO.  If this Option qualifies as          
an ISO, there will be no regular federal income tax                             
liability upon the exercise of the Option, although the                         
excess, if any, of the fair market value of the Shares on                       
the date of exercise over the Exercise Price will be treated                    
as an adjustment to alternative minimum taxable income for                      
federal income tax purposes and may subject Optionee to an                      
alternative minimum tax liability in the year of exercise.                      

8.2  Exercise of Nonqualified Stock Option.  If             
this Option does not qualify as an ISO, there may be a                          
regular federal income tax liability upon the exercise of                       
the Option.  Optionee will be treated as having received                        
compensation income (taxable at ordinary income tax rates)                      
equal to the excess, if any, of the fair market value of the                    
Shares on the date of exercise over the Exercise Price.  The                    
Company will be required to withhold from Optionee's                            
compensation or collect from Optionee and pay to the                            
applicable taxing authorities an amount equal to a                              
percentage of this compensation income at the time of                           
exercise.                                                                       

8.3  Disposition of Shares.  In the case of a               
Nonqualified Stock Option, if Shares are held for more than                     
one year before disposition, any gain on disposition of the                     
Shares will be treated as long-term capital gain for federal                    
income tax purposes.   In the case of an ISO, if Shares are                     
held for more than one year after the date of exercise and                      
more than two years after the Date of Grant, any gain on                        
disposition on the Shares will be treated as long-term                          
capital gain for federal income tax purposes.  If Shares                        
acquired pursuant to an ISO are disposed of within such one                     
year or two year periods (a "disqualifying disposition"),                       
gain on such disqualifying disposition will be treated as                       
compensation income (taxable at ordinary income rates) to                       
the extent of the excess, if any, of the fair market value                      
of the Shares on the date of exercise over the Exercise                         
Price (the "Spread"), or, of less, the difference between                       
the amount realized on the sale of such Shares and the                          
Exercise Price.  Any gain in excess of the Spread shall be                      
treated as capital gain.                                                        

9.   Interpretation.  Any dispute regarding the                       
interpretation of this Grant shall be submitted by Optionee                     
or the Company to the Company's Board of Directors or the                       
Committee thereof that administers the Plan, which shall                        
review such dispute at its next regular meeting.  The                           
resolution of such a dispute by the Board or Committee shall                    
be final and binding on the Company and on Optionee.                            

10.  Entire Agreement.  The Plan and the Stock Option                 
Exercise Agreement attached as Exhibit A are incorporated                       
herein by this reference.  This Grant, the Plan and the                         
Stock Option Exercise Agreement constitute the entire                           
agreement of the parties hereto and supersede all prior                         
undertakings and agreements with respect to the subject                         
matter hereof.                                                                  

     TEL-COM WIRELESS CABLE TV
CORPORATION                                                                     

By:______________________________________                                       
          Fernand L. Duquette, President

ACCEPTANCE                                                                      

Optionee hereby acknowledges receipt of a copy of the                 
Plan, represents that Optionee has read and understands the                     
terms and provisions thereof, and accepts this Option                           
subject to all the terms and conditions of the Plan and this                    
Stock Option Grant.  Optionee acknowledges that there may be                    
adverse tax consequences upon exercise of this Option or                        
disposition of the Shares and that Optionee should consult a                    
tax adviser prior to such exercise or disposition.                              

________________________________________                                        
J. Richard Crowley            

clients/tcc/stock/8/2/96CROW Opt Grant                                          
TEL-COM WIRELESS CABLE TV CORPORATION                   

STOCK OPTION GRANT                    

Optionee:                     Dennis J. Devlin                                  

Address:                      34131 Michigan Avenue                             
Wayne, MI  48184    

Total Shares Subject to Option:         5,000                                   

Exercise Price per Share:               $8.25                                   

Date of Grant:                     August 2, 1996                               

Expiration Date:                   August 2, 2001                               

Type of Option:                    [ X ] Incentive Stock                        
Option                                                                          
    [   ] Nonqualified Stock
Option                                                                          

1.   Grant of Option.  Tel-Com Wireless Cable TV                      
Corporation, a Florida corporation (the "Company"), hereby                      
grants to the optionee named above ("Optionee") an option                       
(this "Option") to purchase the total number of shares of                       
common stock of the Company set forth above (the "Shares")                      
at the exercise price per share set forth above (the                            
"Exercise Price"), subject to all of the terms and                              
conditions of this Stock Option Grant (this "Grant") and the                    
Company's 1995 Stock Option Plan, as amended to the date                        
hereof (the "Plan").  If designated as an Incentive Stock                       
Option above, this Option is intended to qualify as an                          
"incentive stock option" ("ISO") within the meaning of                          
Section 422 of the Internal Revenue Code of 1986, as amended                    
(the "Revenue Code").  Unless otherwise defined herein,                         
capitalized terms used herein shall have the meanings                           
ascribed to them in the Plan.                                                   

2.   Exercise Period of Option.  Subject to the terms                 
and conditions of the Plan and this Grant, from and after                       
the Date of Grant, this Option shall be exercisable as to                       
all or any part of the Shares; provided that Optionee shall                     
in no event be entitled under this Option to purchase a                         
number of shares of the Company's common stock greater than                     
the "Total Shares Subject to Option" indicated above.                           

3.   Restriction on Exercise.  This Option may not be                 
exercised unless such exercise is in compliance with the                        
Securities Act of 1933, as amended (the "Securities Act")                       
and all applicable state securities laws as they are in                         
effect on the date of exercise, and the requirements of any                     
stock exchange or national market system on which the                           
Company's common stock may be listed at the time of                             
exercise.  Optionee understands that the Company is under no                    
obligation to register, qualify or list the Shares with the                     
Securities and Exchange Commission ("SEC"), any state                           
securities commission or any stock exchange to effect such                      
compliance.                                                                     

4.   Exercise Prior to Expiration of Option.  Except as               
provided below in this Section, this Option shall terminate                     
and may not be exercised if Optionee ceases to be in                            
Continuous Employment with the Company or any Parent or                         
Subsidiary of the Company.  Optionee shall be considered to                     
be employed by the Company if Optionee is an officer,                           
director or full-time employee of the Company or any Parent                     
or Subsidiary of the Company or if the Committee determines                     
that Optionee is rendering substantial services as a part-                      
time employee, consultant, contractor or adviser to the                         
Company or any Parent or Subsidiary of the Company.  The                        
Committee shall have discretion to determine whether                            
Optionee has ceased Continuous Employment with the Company                      
or any Parent or Subsidiary of the Company and the effective                    
date on which such employment terminated (the "Termination                      
Date").                                                                         

4.1  Termination Generally.  This Option shall be           
exercisable on or prior to the Expiration Date only as long                     
as the Optionee is in "Continuous Employment" with the                          
Company or is continually on the Board of Directors of the                      
Company or any Parent, Subsidiary, or any successor thereof.                    
Notwithstanding the preceding sentence, on or prior to the                      
Expiration Date, an Option which is otherwise exercisable in                    
accordance with its provisions shall be exercisable;                            

(i)  for a period ending ninety (90) days         
after Optionee's Termination Date, unless the Optionee was                      
terminated for Cause by the Company, in which case the                          
Option terminates on the Termination Date; or                                   

(ii) for a period ending ninety (90) days         
after the removal or resignation of the Optionee from the                       
Board of Directors, which such Optionee has served; or                          

(iii)     by the estate of the Optionee,          
within one (1) year after the date of the Optionee's death,                     
if the Optionee should die while in the Continuous                              
Employment of the Company or while serving on the Board of                      
Directors of the Company or any Parent, Subsidiary, or any                      
successor thereof; or                                                           

(iv) within one (1) year after Optionee's         
Termination Date, if the Optionee becomes disabled during                       
Continuous Employment with the Company and such disability                      
is the cause of termination.                                                    

For purposes of this Grant, the term "Continuous                      
Employment" shall mean the absence of any interruption or                       
termination of employment (or termination of a consulting                       
contract) with the Company or any Parent or Subsidiary which                    
now exists or hereafter is organized or acquired by the                         
Company.  Continuous Employment with the Company shall not                      
be considered interrupted in the case of sick leave,                            
military leave, or any other leave of absence approved by                       
the Company or in the case of transfers between locations of                    
the Company or between any Parent or Subsidiary, or                             
successor thereof.  The term "Cause" as used in this Section                    
4 shall mean: (i) commission of a felony or a charge of                         
theft, dishonesty, fraud or embezzlement; (ii) failure to                       
adhere to Company's reasonable directives and policies,                         
willful disobedience or insubordination; (iii) disclosing to                    
a competitor or other unauthorized person, proprietary                          
information, confidences or trade secrets of the Company or                     
any Parent or Subsidiary; (iv) recruitment of Company or any                    
Parent or Subsidiary personnel on behalf of a competitor or                     
potential competitor of the Company, any Parent or                              
Subsidiary, or any successor thereof; or (v) solicitation of                    
business on behalf of a competitor or potential competitor                      
of the Company, any Parent or Subsidiary, or any successor                      
thereof.                                                                        

4.2  No Right of Employment.  Nothing in the Plan           
or this Grant shall confer on Optionee any right to continue                    
in the employ of, or other relationship with, the Company or                    
any Parent or Subsidiary of the Company or limit in any way                     
the right of the Company or any Parent or Subsidiary of the                     
Company to terminate Optionee's employment or other                             
relationship at any time, with or without cause.                                

5.   Manner of Exercise.                                              

5.1  Exercise Agreement.  This Option shall be              
exercisable by delivery to the Company of an executed                           
written Stock Option Exercise Agreement in the form attached                    
hereto as Exhibit A, or in such other form as may be                            
approved by the Company, which shall set forth Optionee's                       
election to exercise some or all of this Option, the number                     
of Shares being purchased, any restrictions imposed on the                      
Shares and such other representations and agreement as may                      
be required by the Company to comply with applicable                            
securities laws.                                                                

5.2  Exercise Price. The Stock Option Exercise              
Agreement shall be accompanied by full payment of the                           
Exercise Price for the Shares being purchased.  The exercise                    
of this Option shall be contingent upon prior or                                
simultaneous receipt by the Company of cash or a certified                      
bank check to its order, shares of the Company's common                         
stock, or any combination of the foregoing in an amount                         
equal to the full Exercise Price of the Shares being                            
purchased.  For purposes of this Section 5, shares of the                       
Company's common stock that are delivered in payment of the                     
Exercise Price shall be valued at their fair market value,                      
as determined under the provisions of the Plan.  In the                         
alternative, the Board of Directors may, but is not required                    
to, accept a promissory note, secured or unsecured, in the                      
amount of the Exercise Price made by the Optionee on terms                      
and conditions satisfactory to the Board of Directors.                          

5.3  Withholding Taxes.  Prior to the issuance of           
the Shares upon exercise of this Option, Optionee must pay                      
or make adequate provision for any applicable federal or                        
state withholding obligations of the Company.                                   

5.4  Issuance of Shares.  Provided that such                
notice and payment are in form and substance satisfactory to                    
counsel for the Company, the Company shall cause the Shares                     
to be issued in the name of Optionee or Optionee's legal                        
representative.                                                                 

6.   Notice of Disqualifying Disposition of ISO Shares.               
If the Option granted to Optionee herein is an ISO, and if                      
Optionee sells or otherwise disposes of any of the Shares                       
acquired pursuant to the ISO within (a) the date two years                      
after the Date of Grant, or (b) the date one year after                         
exercise of the ISO with respect to the Shares to be sold or                    
disposed, Optionee shall immediately notify the Company in                      
writing of such disposition.  Optionee acknowledges and                         
agrees that Optionee may be subject to income tax                               
withholding by the Company on the compensation income                           
recognized by Optionee from any such early disposition by                       
payment in cash (or in Shares, to the extent permissible                        
under Section 5.2) or out of the current wages or other                         
earnings payable to Optionee.                                                   

7.   Nontransferability of Option.  Except as otherwise               
provided in Section 4 hereof, an Option granted to an                           
Optionee may be exercised only during such Optionee's                           
lifetime by such Optionee.  An Option may not be sold,                          
exchanged, assigned, pledged, encumbered, hypothecated or                       
otherwise transferred except by will or by the laws of                          
descent and distribution.  No Option or any right thereunder                    
shall be subject to execution, attachment or similar process                    
by any creditors of the Optionee.  Upon any attempted                           
assignment, transfer, pledge, hypothecation or other                            
encumbrance of any Option contrary to the provisions hereof,                    
such Option and all rights thereunder shall immediately                         
terminate and shall be null and void with respect to the                        
transferee or assignee.                                                         

8.   Tax Consequences.  Set forth below is a brief                    
summary as of the date this form of Grant was adopted of                        
some of the federal tax consequences of exercise of this                        
Option and disposition of the Shares.  THIS SUMMARY IS                          
NECESSARILY INCOMPLETE AND THE TAX LAWS AND REGULATIONS ARE                     
SUBJECT TO CHANGE.  OPTIONEE SHOULD CONSULT A TAX ADVISER                       
BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.                       

8.1  Exercise of ISO.  If this Option qualifies as          
an ISO, there will be no regular federal income tax                             
liability upon the exercise of the Option, although the                         
excess, if any, of the fair market value of the Shares on                       
the date of exercise over the Exercise Price will be treated                    
as an adjustment to alternative minimum taxable income for                      
federal income tax purposes and may subject Optionee to an                      
alternative minimum tax liability in the year of exercise.                      

8.2  Exercise of Nonqualified Stock Option.  If             
this Option does not qualify as an ISO, there may be a                          
regular federal income tax liability upon the exercise of                       
the Option.  Optionee will be treated as having received                        
compensation income (taxable at ordinary income tax rates)                      
equal to the excess, if any, of the fair market value of the                    
Shares on the date of exercise over the Exercise Price.  The                    
Company will be required to withhold from Optionee's                            
compensation or collect from Optionee and pay to the                            
applicable taxing authorities an amount equal to a                              
percentage of this compensation income at the time of                           
exercise.                                                                       

8.3  Disposition of Shares.  In the case of a               
Nonqualified Stock Option, if Shares are held for more than                     
one year before disposition, any gain on disposition of the                     
Shares will be treated as long-term capital gain for federal                    
income tax purposes.   In the case of an ISO, if Shares are                     
held for more than one year after the date of exercise and                      
more than two years after the Date of Grant, any gain on                        
disposition on the Shares will be treated as long-term                          
capital gain for federal income tax purposes.  If Shares                        
acquired pursuant to an ISO are disposed of within such one                     
year or two year periods (a "disqualifying disposition"),                       
gain on such disqualifying disposition will be treated as                       
compensation income (taxable at ordinary income rates) to                       
the extent of the excess, if any, of the fair market value                      
of the Shares on the date of exercise over the Exercise                         
Price (the "Spread"), or, of less, the difference between                       
the amount realized on the sale of such Shares and the                          
Exercise Price.  Any gain in excess of the Spread shall be                      
treated as capital gain.                                                        

9.   Interpretation.  Any dispute regarding the                       
interpretation of this Grant shall be submitted by Optionee                     
or the Company to the Company's Board of Directors or the                       
Committee thereof that administers the Plan, which shall                        
review such dispute at its next regular meeting.  The                           
resolution of such a dispute by the Board or Committee shall                    
be final and binding on the Company and on Optionee.                            

10.  Entire Agreement.  The Plan and the Stock Option                 
Exercise Agreement attached as Exhibit A are incorporated                       
herein by this reference.  This Grant, the Plan and the                         
Stock Option Exercise Agreement constitute the entire                           
agreement of the parties hereto and supersede all prior                         
undertakings and agreements with respect to the subject                         
matter hereof.                                                                  

     TEL-COM WIRELESS CABLE TV
CORPORATION                                                                     

By:______________________________________                                       
          Fernand L. Duquette, President

ACCEPTANCE                                                                      

Optionee hereby acknowledges receipt of a copy of the                 
Plan, represents that Optionee has read and understands the                     
terms and provisions thereof, and accepts this Option                           
subject to all the terms and conditions of the Plan and this                    
Stock Option Grant.  Optionee acknowledges that there may be                    
adverse tax consequences upon exercise of this Option or                        
disposition of the Shares and that Optionee should consult a                    
tax adviser prior to such exercise or disposition.                              

________________________________________                                        
Dennis J. Devlin              

clients/tcc/stock/8/2/96DEV Opt Grant                                           
TEL-COM WIRELESS CABLE TV CORPORATION                   

STOCK OPTION GRANT                    

Optionee:                     Fernand L. Duquette                               

Address:                      3855 South Atlantic Avenue                        
    Daytona Beach, FL  32127

Total Shares Subject to Option:         5,000                                   

Exercise Price per Share:               $8.25                                   

Date of Grant:                     August 2, 1996                               

Expiration Date:                   August 2, 2001                               

Type of Option:                    [ X ] Incentive Stock                        
Option                                                                          
    [   ] Nonqualified Stock
Option                                                                          

1.   Grant of Option.  Tel-Com Wireless Cable TV                      
Corporation, a Florida corporation (the "Company"), hereby                      
grants to the optionee named above ("Optionee") an option                       
(this "Option") to purchase the total number of shares of                       
common stock of the Company set forth above (the "Shares")                      
at the exercise price per share set forth above (the                            
"Exercise Price"), subject to all of the terms and                              
conditions of this Stock Option Grant (this "Grant") and the                    
Company's 1995 Stock Option Plan, as amended to the date                        
hereof (the "Plan").  If designated as an Incentive Stock                       
Option above, this Option is intended to qualify as an                          
"incentive stock option" ("ISO") within the meaning of                          
Section 422 of the Internal Revenue Code of 1986, as amended                    
(the "Revenue Code").  Unless otherwise defined herein,                         
capitalized terms used herein shall have the meanings                           
ascribed to them in the Plan.                                                   

2.   Exercise Period of Option.  Subject to the terms                 
and conditions of the Plan and this Grant, from and after                       
the Date of Grant, this Option shall be exercisable as to                       
all or any part of the Shares; provided that Optionee shall                     
in no event be entitled under this Option to purchase a                         
number of shares of the Company's common stock greater than                     
the "Total Shares Subject to Option" indicated above.                           

3.   Restriction on Exercise.  This Option may not be                 
exercised unless such exercise is in compliance with the                        
Securities Act of 1933, as amended (the "Securities Act")                       
and all applicable state securities laws as they are in                         
effect on the date of exercise, and the requirements of any                     
stock exchange or national market system on which the                           
Company's common stock may be listed at the time of                             
exercise.  Optionee understands that the Company is under no                    
obligation to register, qualify or list the Shares with the                     
Securities and Exchange Commission ("SEC"), any state                           
securities commission or any stock exchange to effect such                      
compliance.                                                                     

4.   Exercise Prior to Expiration of Option.  Except as               
provided below in this Section, this Option shall terminate                     
and may not be exercised if Optionee ceases to be in                            
Continuous Employment with the Company or any Parent or                         
Subsidiary of the Company.  Optionee shall be considered to                     
be employed by the Company if Optionee is an officer,                           
director or full-time employee of the Company or any Parent                     
or Subsidiary of the Company or if the Committee determines                     
that Optionee is rendering substantial services as a part-                      
time employee, consultant, contractor or adviser to the                         
Company or any Parent or Subsidiary of the Company.  The                        
Committee shall have discretion to determine whether                            
Optionee has ceased Continuous Employment with the Company                      
or any Parent or Subsidiary of the Company and the effective                    
date on which such employment terminated (the "Termination                      
Date").                                                                         

4.1  Termination Generally.  This Option shall be           
exercisable on or prior to the Expiration Date only as long                     
as the Optionee is in "Continuous Employment" with the                          
Company or is continually on the Board of Directors of the                      
Company or any Parent, Subsidiary, or any successor thereof.                    
Notwithstanding the preceding sentence, on or prior to the                      
Expiration Date, an Option which is otherwise exercisable in                    
accordance with its provisions shall be exercisable;                            

(i)  for a period ending ninety (90) days         
after Optionee's Termination Date, unless the Optionee was                      
terminated for Cause by the Company, in which case the                          
Option terminates on the Termination Date; or                                   

(ii) for a period ending ninety (90) days         
after the removal or resignation of the Optionee from the                       
Board of Directors, which such Optionee has served; or                          

(iii)     by the estate of the Optionee,          
within one (1) year after the date of the Optionee's death,                     
if the Optionee should die while in the Continuous                              
Employment of the Company or while serving on the Board of                      
Directors of the Company or any Parent, Subsidiary, or any                      
successor thereof; or                                                           

(iv) within one (1) year after Optionee's         
Termination Date, if the Optionee becomes disabled during                       
Continuous Employment with the Company and such disability                      
is the cause of termination.                                                    

For purposes of this Grant, the term "Continuous                      
Employment" shall mean the absence of any interruption or                       
termination of employment (or termination of a consulting                       
contract) with the Company or any Parent or Subsidiary which                    
now exists or hereafter is organized or acquired by the                         
Company.  Continuous Employment with the Company shall not                      
be considered interrupted in the case of sick leave,                            
military leave, or any other leave of absence approved by                       
the Company or in the case of transfers between locations of                    
the Company or between any Parent or Subsidiary, or                             
successor thereof.  The term "Cause" as used in this Section                    
4 shall mean: (i) commission of a felony or a charge of                         
theft, dishonesty, fraud or embezzlement; (ii) failure to                       
adhere to Company's reasonable directives and policies,                         
willful disobedience or insubordination; (iii) disclosing to                    
a competitor or other unauthorized person, proprietary                          
information, confidences or trade secrets of the Company or                     
any Parent or Subsidiary; (iv) recruitment of Company or any                    
Parent or Subsidiary personnel on behalf of a competitor or                     
potential competitor of the Company, any Parent or                              
Subsidiary, or any successor thereof; or (v) solicitation of                    
business on behalf of a competitor or potential competitor                      
of the Company, any Parent or Subsidiary, or any successor                      
thereof.                                                                        

4.2  No Right of Employment.  Nothing in the Plan           
or this Grant shall confer on Optionee any right to continue                    
in the employ of, or other relationship with, the Company or                    
any Parent or Subsidiary of the Company or limit in any way                     
the right of the Company or any Parent or Subsidiary of the                     
Company to terminate Optionee's employment or other                             
relationship at any time, with or without cause.                                

5.   Manner of Exercise.                                              

5.1  Exercise Agreement.  This Option shall be              
exercisable by delivery to the Company of an executed                           
written Stock Option Exercise Agreement in the form attached                    
hereto as Exhibit A, or in such other form as may be                            
approved by the Company, which shall set forth Optionee's                       
election to exercise some or all of this Option, the number                     
of Shares being purchased, any restrictions imposed on the                      
Shares and such other representations and agreement as may                      
be required by the Company to comply with applicable                            
securities laws.                                                                

5.2  Exercise Price. The Stock Option Exercise              
Agreement shall be accompanied by full payment of the                           
Exercise Price for the Shares being purchased.  The exercise                    
of this Option shall be contingent upon prior or                                
simultaneous receipt by the Company of cash or a certified                      
bank check to its order, shares of the Company's common                         
stock, or any combination of the foregoing in an amount                         
equal to the full Exercise Price of the Shares being                            
purchased.  For purposes of this Section 5, shares of the                       
Company's common stock that are delivered in payment of the                     
Exercise Price shall be valued at their fair market value,                      
as determined under the provisions of the Plan.  In the                         
alternative, the Board of Directors may, but is not required                    
to, accept a promissory note, secured or unsecured, in the                      
amount of the Exercise Price made by the Optionee on terms                      
and conditions satisfactory to the Board of Directors.                          

5.3  Withholding Taxes.  Prior to the issuance of           
the Shares upon exercise of this Option, Optionee must pay                      
or make adequate provision for any applicable federal or                        
state withholding obligations of the Company.                                   

5.4  Issuance of Shares.  Provided that such                
notice and payment are in form and substance satisfactory to                    
counsel for the Company, the Company shall cause the Shares                     
to be issued in the name of Optionee or Optionee's legal                        
representative.                                                                 

6.   Notice of Disqualifying Disposition of ISO Shares.               
If the Option granted to Optionee herein is an ISO, and if                      
Optionee sells or otherwise disposes of any of the Shares                       
acquired pursuant to the ISO within (a) the date two years                      
after the Date of Grant, or (b) the date one year after                         
exercise of the ISO with respect to the Shares to be sold or                    
disposed, Optionee shall immediately notify the Company in                      
writing of such disposition.  Optionee acknowledges and                         
agrees that Optionee may be subject to income tax                               
withholding by the Company on the compensation income                           
recognized by Optionee from any such early disposition by                       
payment in cash (or in Shares, to the extent permissible                        
under Section 5.2) or out of the current wages or other                         
earnings payable to Optionee.                                                   

7.   Nontransferability of Option.  Except as otherwise               
provided in Section 4 hereof, an Option granted to an                           
Optionee may be exercised only during such Optionee's                           
lifetime by such Optionee.  An Option may not be sold,                          
exchanged, assigned, pledged, encumbered, hypothecated or                       
otherwise transferred except by will or by the laws of                          
descent and distribution.  No Option or any right thereunder                    
shall be subject to execution, attachment or similar process                    
by any creditors of the Optionee.  Upon any attempted                           
assignment, transfer, pledge, hypothecation or other                            
encumbrance of any Option contrary to the provisions hereof,                    
such Option and all rights thereunder shall immediately                         
terminate and shall be null and void with respect to the                        
transferee or assignee.                                                         

8.   Tax Consequences.  Set forth below is a brief                    
summary as of the date this form of Grant was adopted of                        
some of the federal tax consequences of exercise of this                        
Option and disposition of the Shares.  THIS SUMMARY IS                          
NECESSARILY INCOMPLETE AND THE TAX LAWS AND REGULATIONS ARE                     
SUBJECT TO CHANGE.  OPTIONEE SHOULD CONSULT A TAX ADVISER                       
BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.                       

8.1  Exercise of ISO.  If this Option qualifies as          
an ISO, there will be no regular federal income tax                             
liability upon the exercise of the Option, although the                         
excess, if any, of the fair market value of the Shares on                       
the date of exercise over the Exercise Price will be treated                    
as an adjustment to alternative minimum taxable income for                      
federal income tax purposes and may subject Optionee to an                      
alternative minimum tax liability in the year of exercise.                      

8.2  Exercise of Nonqualified Stock Option.  If             
this Option does not qualify as an ISO, there may be a                          
regular federal income tax liability upon the exercise of                       
the Option.  Optionee will be treated as having received                        
compensation income (taxable at ordinary income tax rates)                      
equal to the excess, if any, of the fair market value of the                    
Shares on the date of exercise over the Exercise Price.  The                    
Company will be required to withhold from Optionee's                            
compensation or collect from Optionee and pay to the                            
applicable taxing authorities an amount equal to a                              
percentage of this compensation income at the time of                           
exercise.                                                                       

8.3  Disposition of Shares.  In the case of a               
Nonqualified Stock Option, if Shares are held for more than                     
one year before disposition, any gain on disposition of the                     
Shares will be treated as long-term capital gain for federal                    
income tax purposes.   In the case of an ISO, if Shares are                     
held for more than one year after the date of exercise and                      
more than two years after the Date of Grant, any gain on                        
disposition on the Shares will be treated as long-term                          
capital gain for federal income tax purposes.  If Shares                        
acquired pursuant to an ISO are disposed of within such one                     
year or two year periods (a "disqualifying disposition"),                       
gain on such disqualifying disposition will be treated as                       
compensation income (taxable at ordinary income rates) to                       
the extent of the excess, if any, of the fair market value                      
of the Shares on the date of exercise over the Exercise                         
Price (the "Spread"), or, of less, the difference between                       
the amount realized on the sale of such Shares and the                          
Exercise Price.  Any gain in excess of the Spread shall be                      
treated as capital gain.                                                        

9.   Interpretation.  Any dispute regarding the                       
interpretation of this Grant shall be submitted by Optionee                     
or the Company to the Company's Board of Directors or the                       
Committee thereof that administers the Plan, which shall                        
review such dispute at its next regular meeting.  The                           
resolution of such a dispute by the Board or Committee shall                    
be final and binding on the Company and on Optionee.                            

10.  Entire Agreement.  The Plan and the Stock Option                 
Exercise Agreement attached as Exhibit A are incorporated                       
herein by this reference.  This Grant, the Plan and the                         
Stock Option Exercise Agreement constitute the entire                           
agreement of the parties hereto and supersede all prior                         
undertakings and agreements with respect to the subject                         
matter hereof.                                                                  

     TEL-COM WIRELESS CABLE TV
CORPORATION                                                                     

By:______________________________________                                       
          Fernand L. Duquette, President

ACCEPTANCE                                                                      

Optionee hereby acknowledges receipt of a copy of the                 
Plan, represents that Optionee has read and understands the                     
terms and provisions thereof, and accepts this Option                           
subject to all the terms and conditions of the Plan and this                    
Stock Option Grant.  Optionee acknowledges that there may be                    
adverse tax consequences upon exercise of this Option or                        
disposition of the Shares and that Optionee should consult a                    
tax adviser prior to such exercise or disposition.                              

________________________________________                                        
Fernand L. Duquette           

clients/tcc/stock/8/2/96DUQ Opt Grant                                           
TEL-COM WIRELESS CABLE TV CORPORATION                   

STOCK OPTION GRANT                    

Optionee:                     Richard L. Vega                                   

Address:                      1245 W. Fairbanks Ave., Suite                     
380                                                                             
  Winter Park, FL  32789

Total Shares Subject to Option:         5,000                                   

Exercise Price per Share:               $7.50                                   

Date of Grant:                     August 2, 1996                               

Expiration Date:                   August 2, 2001                               

Type of Option:                    [ X ] Incentive Stock                        
Option                                                                          
    [   ] Nonqualified Stock
Option                                                                          

1.   Grant of Option.  Tel-Com Wireless Cable TV                      
Corporation, a Florida corporation (the "Company"), hereby                      
grants to the optionee named above ("Optionee") an option                       
(this "Option") to purchase the total number of shares of                       
common stock of the Company set forth above (the "Shares")                      
at the exercise price per share set forth above (the                            
"Exercise Price"), subject to all of the terms and                              
conditions of this Stock Option Grant (this "Grant") and the                    
Company's 1995 Stock Option Plan, as amended to the date                        
hereof (the "Plan").  If designated as an Incentive Stock                       
Option above, this Option is intended to qualify as an                          
"incentive stock option" ("ISO") within the meaning of                          
Section 422 of the Internal Revenue Code of 1986, as amended                    
(the "Revenue Code").  Unless otherwise defined herein,                         
capitalized terms used herein shall have the meanings                           
ascribed to them in the Plan.                                                   

2.   Exercise Period of Option.  Subject to the terms                 
and conditions of the Plan and this Grant, from and after                       
the Date of Grant, this Option shall be exercisable as to                       
all or any part of the Shares; provided that Optionee shall                     
in no event be entitled under this Option to purchase a                         
number of shares of the Company's common stock greater than                     
the "Total Shares Subject to Option" indicated above.                           

3.   Restriction on Exercise.  This Option may not be                 
exercised unless such exercise is in compliance with the                        
Securities Act of 1933, as amended (the "Securities Act")                       
and all applicable state securities laws as they are in                         
effect on the date of exercise, and the requirements of any                     
stock exchange or national market system on which the                           
Company's common stock may be listed at the time of                             
exercise.  Optionee understands that the Company is under no                    
obligation to register, qualify or list the Shares with the                     
Securities and Exchange Commission ("SEC"), any state                           
securities commission or any stock exchange to effect such                      
compliance.                                                                     

4.   Exercise Prior to Expiration of Option.  Except as               
provided below in this Section, this Option shall terminate                     
and may not be exercised if Optionee ceases to be in                            
Continuous Employment with the Company or any Parent or                         
Subsidiary of the Company.  Optionee shall be considered to                     
be employed by the Company if Optionee is an officer,                           
director or full-time employee of the Company or any Parent                     
or Subsidiary of the Company or if the Committee determines                     
that Optionee is rendering substantial services as a part-                      
time employee, consultant, contractor or adviser to the                         
Company or any Parent or Subsidiary of the Company.  The                        
Committee shall have discretion to determine whether                            
Optionee has ceased Continuous Employment with the Company                      
or any Parent or Subsidiary of the Company and the effective                    
date on which such employment terminated (the "Termination                      
Date").                                                                         

4.1  Termination Generally.  This Option shall be           
exercisable on or prior to the Expiration Date only as long                     
as the Optionee is in "Continuous Employment" with the                          
Company or is continually on the Board of Directors of the                      
Company or any Parent, Subsidiary, or any successor thereof.                    
Notwithstanding the preceding sentence, on or prior to the                      
Expiration Date, an Option which is otherwise exercisable in                    
accordance with its provisions shall be exercisable;                            

(i)  for a period ending ninety (90) days         
after Optionee's Termination Date, unless the Optionee was                      
terminated for Cause by the Company, in which case the                          
Option terminates on the Termination Date; or                                   

(ii) for a period ending ninety (90) days         
after the removal or resignation of the Optionee from the                       
Board of Directors, which such Optionee has served; or                          

(iii)     by the estate of the Optionee,          
within one (1) year after the date of the Optionee's death,                     
if the Optionee should die while in the Continuous                              
Employment of the Company or while serving on the Board of                      
Directors of the Company or any Parent, Subsidiary, or any                      
successor thereof; or                                                           

(iv) within one (1) year after Optionee's         
Termination Date, if the Optionee becomes disabled during                       
Continuous Employment with the Company and such disability                      
is the cause of termination.                                                    

For purposes of this Grant, the term "Continuous                      
Employment" shall mean the absence of any interruption or                       
termination of employment (or termination of a consulting                       
contract) with the Company or any Parent or Subsidiary which                    
now exists or hereafter is organized or acquired by the                         
Company.  Continuous Employment with the Company shall not                      
be considered interrupted in the case of sick leave,                            
military leave, or any other leave of absence approved by                       
the Company or in the case of transfers between locations of                    
the Company or between any Parent or Subsidiary, or                             
successor thereof.  The term "Cause" as used in this Section                    
4 shall mean: (i) commission of a felony or a charge of                         
theft, dishonesty, fraud or embezzlement; (ii) failure to                       
adhere to Company's reasonable directives and policies,                         
willful disobedience or insubordination; (iii) disclosing to                    
a competitor or other unauthorized person, proprietary                          
information, confidences or trade secrets of the Company or                     
any Parent or Subsidiary; (iv) recruitment of Company or any                    
Parent or Subsidiary personnel on behalf of a competitor or                     
potential competitor of the Company, any Parent or                              
Subsidiary, or any successor thereof; or (v) solicitation of                    
business on behalf of a competitor or potential competitor                      
of the Company, any Parent or Subsidiary, or any successor                      
thereof.                                                                        

4.2  No Right of Employment.  Nothing in the Plan           
or this Grant shall confer on Optionee any right to continue                    
in the employ of, or other relationship with, the Company or                    
any Parent or Subsidiary of the Company or limit in any way                     
the right of the Company or any Parent or Subsidiary of the                     
Company to terminate Optionee's employment or other                             
relationship at any time, with or without cause.                                

5.   Manner of Exercise.                                              

5.1  Exercise Agreement.  This Option shall be              
exercisable by delivery to the Company of an executed                           
written Stock Option Exercise Agreement in the form attached                    
hereto as Exhibit A, or in such other form as may be                            
approved by the Company, which shall set forth Optionee's                       
election to exercise some or all of this Option, the number                     
of Shares being purchased, any restrictions imposed on the                      
Shares and such other representations and agreement as may                      
be required by the Company to comply with applicable                            
securities laws.                                                                

5.2  Exercise Price. The Stock Option Exercise              
Agreement shall be accompanied by full payment of the                           
Exercise Price for the Shares being purchased.  The exercise                    
of this Option shall be contingent upon prior or                                
simultaneous receipt by the Company of cash or a certified                      
bank check to its order, shares of the Company's common                         
stock, or any combination of the foregoing in an amount                         
equal to the full Exercise Price of the Shares being                            
purchased.  For purposes of this Section 5, shares of the                       
Company's common stock that are delivered in payment of the                     
Exercise Price shall be valued at their fair market value,                      
as determined under the provisions of the Plan.  In the                         
alternative, the Board of Directors may, but is not required                    
to, accept a promissory note, secured or unsecured, in the                      
amount of the Exercise Price made by the Optionee on terms                      
and conditions satisfactory to the Board of Directors.                          

5.3  Withholding Taxes.  Prior to the issuance of           
the Shares upon exercise of this Option, Optionee must pay                      
or make adequate provision for any applicable federal or                        
state withholding obligations of the Company.                                   

5.4  Issuance of Shares.  Provided that such                
notice and payment are in form and substance satisfactory to                    
counsel for the Company, the Company shall cause the Shares                     
to be issued in the name of Optionee or Optionee's legal                        
representative.                                                                 

6.   Notice of Disqualifying Disposition of ISO Shares.               
If the Option granted to Optionee herein is an ISO, and if                      
Optionee sells or otherwise disposes of any of the Shares                       
acquired pursuant to the ISO within (a) the date two years                      
after the Date of Grant, or (b) the date one year after                         
exercise of the ISO with respect to the Shares to be sold or                    
disposed, Optionee shall immediately notify the Company in                      
writing of such disposition.  Optionee acknowledges and                         
agrees that Optionee may be subject to income tax                               
withholding by the Company on the compensation income                           
recognized by Optionee from any such early disposition by                       
payment in cash (or in Shares, to the extent permissible                        
under Section 5.2) or out of the current wages or other                         
earnings payable to Optionee.                                                   

7.   Nontransferability of Option.  Except as otherwise               
provided in Section 4 hereof, an Option granted to an                           
Optionee may be exercised only during such Optionee's                           
lifetime by such Optionee.  An Option may not be sold,                          
exchanged, assigned, pledged, encumbered, hypothecated or                       
otherwise transferred except by will or by the laws of                          
descent and distribution.  No Option or any right thereunder                    
shall be subject to execution, attachment or similar process                    
by any creditors of the Optionee.  Upon any attempted                           
assignment, transfer, pledge, hypothecation or other                            
encumbrance of any Option contrary to the provisions hereof,                    
such Option and all rights thereunder shall immediately                         
terminate and shall be null and void with respect to the                        
transferee or assignee.                                                         

8.   Tax Consequences.  Set forth below is a brief                    
summary as of the date this form of Grant was adopted of                        
some of the federal tax consequences of exercise of this                        
Option and disposition of the Shares.  THIS SUMMARY IS                          
NECESSARILY INCOMPLETE AND THE TAX LAWS AND REGULATIONS ARE                     
SUBJECT TO CHANGE.  OPTIONEE SHOULD CONSULT A TAX ADVISER                       
BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.                       

8.1  Exercise of ISO.  If this Option qualifies as          
an ISO, there will be no regular federal income tax                             
liability upon the exercise of the Option, although the                         
excess, if any, of the fair market value of the Shares on                       
the date of exercise over the Exercise Price will be treated                    
as an adjustment to alternative minimum taxable income for                      
federal income tax purposes and may subject Optionee to an                      
alternative minimum tax liability in the year of exercise.                      

8.2  Exercise of Nonqualified Stock Option.  If             
this Option does not qualify as an ISO, there may be a                          
regular federal income tax liability upon the exercise of                       
the Option.  Optionee will be treated as having received                        
compensation income (taxable at ordinary income tax rates)                      
equal to the excess, if any, of the fair market value of the                    
Shares on the date of exercise over the Exercise Price.  The                    
Company will be required to withhold from Optionee's                            
compensation or collect from Optionee and pay to the                            
applicable taxing authorities an amount equal to a                              
percentage of this compensation income at the time of                           
exercise.                                                                       

8.3  Disposition of Shares.  In the case of a               
Nonqualified Stock Option, if Shares are held for more than                     
one year before disposition, any gain on disposition of the                     
Shares will be treated as long-term capital gain for federal                    
income tax purposes.   In the case of an ISO, if Shares are                     
held for more than one year after the date of exercise and                      
more than two years after the Date of Grant, any gain on                        
disposition on the Shares will be treated as long-term                          
capital gain for federal income tax purposes.  If Shares                        
acquired pursuant to an ISO are disposed of within such one                     
year or two year periods (a "disqualifying disposition"),                       
gain on such disqualifying disposition will be treated as                       
compensation income (taxable at ordinary income rates) to                       
the extent of the excess, if any, of the fair market value                      
of the Shares on the date of exercise over the Exercise                         
Price (the "Spread"), or, of less, the difference between                       
the amount realized on the sale of such Shares and the                          
Exercise Price.  Any gain in excess of the Spread shall be                      
treated as capital gain.                                                        

9.   Interpretation.  Any dispute regarding the                       
interpretation of this Grant shall be submitted by Optionee                     
or the Company to the Company's Board of Directors or the                       
Committee thereof that administers the Plan, which shall                        
review such dispute at its next regular meeting.  The                           
resolution of such a dispute by the Board or Committee shall                    
be final and binding on the Company and on Optionee.                            

10.  Entire Agreement.  The Plan and the Stock Option                 
Exercise Agreement attached as Exhibit A are incorporated                       
herein by this reference.  This Grant, the Plan and the                         
Stock Option Exercise Agreement constitute the entire                           
agreement of the parties hereto and supersede all prior                         
undertakings and agreements with respect to the subject                         
matter hereof.                                                                  

     TEL-COM WIRELESS CABLE TV
CORPORATION                                                                     

By:______________________________________                                       
          Fernand L. Duquette, President

ACCEPTANCE                                                                      

Optionee hereby acknowledges receipt of a copy of the                 
Plan, represents that Optionee has read and understands the                     
terms and provisions thereof, and accepts this Option                           
subject to all the terms and conditions of the Plan and this                    
Stock Option Grant.  Optionee acknowledges that there may be                    
adverse tax consequences upon exercise of this Option or                        
disposition of the Shares and that Optionee should consult a                    
tax adviser prior to such exercise or disposition.                              

________________________________________                                        
Richard L. Vega               

clients/tcc/stock/8/2/96VEG Opt Grant                                           
                                Tel-
Com Wireless                                                                    

Cable TV                                                                        

Corporation                                                                     

                        Consolidated
Financial Statements                                                            
             Years Ended
December 31, 1996 and 1995                                                      

                                  Tel-
Com Wireless                                                                    

Cable TV                                                                        

Corporation                                                                     

                            Consolidated
Financial Statements                                                            
                 Years Ended
December 31, 1996 and 1995                                                      
Report of Independent Certified Public Accountants       F-2                    

Financial statements                                                            
Consolidated balance sheets                    F-3 _ F-4                
Consolidated statements of operations                F-5                
Consolidated statements of stockholders' equity                         
(deficit)F-6                                                                    
Consolidated statements of cash flows                F-7                
Summary of significant accounting policies    F-8 _ F-11                
Notes to consolidated financial statements   F-12 _ F-31                

Report of Independent Certified Public Accountants                              

To the Board of Directors                                                       
Tel-Com Wireless Cable TV Corporation                                           
Daytona Beach, Florida                                                          

We have audited the accompanying consolidated balance sheets                    
of Tel-Com Wireless Cable TV                                                    
Corporation as of December 31, 1996 and 1995 and the related                    
consolidated statements of                                                      
operations, stockholders' equity (deficit) and cash flows                       
for the years then ended. These financial                                       
statements are the responsibility of the Company's                              
management. Our responsibility is to express                                    
an opinion on these financial statements based on our                           
audits.                                                                         

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

In our opinion, the consolidated financial statements                           
referred to above present fairly, in all                                        
material respects, the financial position of Tel-Com                            
Wireless Cable TV Corporation at Decem-                                         
ber 31, 1996 and 1995, and the results of their operations                      
and their cash flows for the years then                                         
ended in conformity with generally accepted accounting                          
principles.                                                                     

The accompanying consolidated financial statements have been                    
prepared assuming that the                                                      
Company will continue as a going concern. As described in                       
Note 15 to the financial statements,                                            
the Company has experienced significant operating losses and                    
has negative working capital at                                                 
December 31, 1996. These conditions raise substantial doubt                     
about the Company's ability to                                                  
continue as a going concern. Management's plans in regard to                    
these matters are also described in                                             
Note 15. The financial statements do not include any                            
adjustments that might result from the                                          
outcome of this uncertainty.                                                    

        BDO Seidman, LLP
Orlando, Florida                                                                
April 4, 1997                                                                   
December 31,                                                                    
1996           1995                                                             

Assets                                                                          

Current:                                                                        
Cash and cash equivalents                           $                         
26,618     $1,767,285                                                           
Restricted cash (Note 7)                                                      
346,400              _                                                          
Investment securities (Note 2)                                                
_      1,000,625                                                                
Accounts receivable _ trade, net of allowance                                 
for doubtful accounts of $19,028 and $-0-                                 
18,739         29,667                                                           
Prepaid consulting fees (Note 6)                                              
988,000              _                                                          
Prepaid other expenses                                                        
44,552         83,062                                                           

Total current assets                                                
1,424,309      2,880,639                                                        

Property and equipment, net (Note 3)                                            
1,365,235        716,658                                                        

Investment securities (Note 2)                                                  
_        250,000                                                                

Licenses, net (Notes 4 and 8)                                                   
5,458,444        362,329                                                        

Other assets, net (Note 5)                                                      
127,335         68,693                                                          

                           $
8,375,323     $4,278,319                                                        

See accompanying summary of significant accounting policies                     
and notes to consolidated financial statements.                                 
December 31,                                                                    
1996           1995                                                             

Liabilities and Stockholders' Equity                                            

Current liabilities:                                                            
Notes payable (Note 7)                              $                         
2,369,000     $    8,000                                                        
Accounts payable                                                              
153,276         73,054                                                          
Accrued liabilities                                                           
16,787         40,981                                                           
Current portion of long-term debt (Note 9)                                    
5,736              _                                                            

Total current liabilities                                           
2,544,799        122,035                                                        

License fees payable (Note 8)                                                   
951,479              _                                                          
Long-term debt, less current portion (Note 9)                                   
16,975              _                                                           

Total liabilities                                                   
3,513,253        122,035                                                        

Commitments and contingencies (Notes 6, 8, 14 and 15)                           

Stockholders' equity (Note 10):                                                 
Preferred stock, $.001 par value, shares authorized                           
5,000,000;                                                                      
500 shares designated as Series A; issued and outstanding                 
5001              _                                                             
Common stock, $.001 par value, shares authorized                              
10,000,000;                                                                     
issued and outstanding 2,196,212 and 1,875,000                            
2,196          1,875                                                            
Additional paid-in capital                                                    
7,544,720      5,057,042                                                        
Accumulated deficit                                                           
(2,284,847)      (902,633)                                                      

5,262,070      4,156,284                                                        
Less:  Stock subscription receivable                                          
(400,000)             _                                                         

Total stockholders' equity                                          
4,862,070      4,156,284                                                        

                           $
8,375,323     $4,278,319                                                        

See accompanying summary of significant accounting policies                     
and notes to consolidated financial statements.                                 
Year ended December 31,                                                         
1996          1995                                                              

Revenue                                                $                        
459,185      $155,399                                                           
Cost of sales                                                                   
96,599        38,244                                                            

Gross profit                                                        
362,586       117,155                                                           

Operating expenses                                                              
1,652,380       777,725                                                         

Operating loss                                                      
(1,289,794)     (660,570)                                                       

Other income (expense)                                                          
Interest income                                                               
105,048       116,958                                                           
Interest expense                                                              
(197,468)      (43,900)                                                         

(92,420)       73,058                                                           

Loss before extraordinary loss                                                  
(1,382,214)     (587,512)                                                       

Extraordinary loss on early                                                     
extinguishment of debt (Note 12)                                              
_      (164,447)                                                                

Net loss                                                                        
$(1,382,214)     $(751,959)                                                     

Weighted average number of                                                      
common shares outstanding                                                     
1,983,542     1,460,274                                                         

Loss before extraordinary loss                                                  
per common share                                      $                       
(.70)     $   (.40)                                                             

Extraordinary loss on early extinguishment                                      
of debt per common share                              $                       
_      $   (.11)                                                                

Net loss per common share                              $                        
(.70)     $   (.51)                                                             

See accompanying summary of significant accounting policies                     
and notes to consolidated financial statements.                                 

Total                                                                           

Additional              StockStockholders'                                      
    Common Stock  Preferred StockPaid-
inAccumulatedSubscriptionEquity                                                 
Shares Amount Shares Amount   
Capital  DeficitReceivable (Deficit)                                            

Balance, December 31, 1994725,000 $725      _     $_                            
$170,101 $(387,215)$     _  $(216,389)                                          

Adjustment (Note 11)          _      _      _      _                            
(236,541) 236,541         _        _                                            

Initial public offering, net of                                                 
offering costs (Note 10)1,150,0001,150     _                                  
_5,123,482        _         _5,124,632                                          

Net loss                      _      _      _      _                            
_ (751,959)        _ (751,959)                                                  

Balance, December 31, 19951,875,0001,875    _                                   
_5,057,042 (902,633)        _4,156,284                                          

Issuance of common stock in                                                     
payment of acquisition (Note 1)121,212121  _      _                           
999,879        _         _1,000,000                                             

Issuance of common stock in                                                     
payment of consulting fees (Note 6)200,000200_    _                           
987,800        _         _  988,000                                             

Sale of preferred stock (Note 10)_   _    500      1                            
499,999        _  (400,000) 100,000                                             

Net loss                      _      _      _      _                            
_(1,382,214)       _(1,382,214)                                                 

Balance, December 31, 19962,196,212$2,196 500     $1                            
$7,544,720$(2,284,847)$(400,000)$4,862,070                                      

See accompanying summary of significant accounting policies                     
and notes to consolidated financial statements.                                 
Year ended December 31,                                                         
1996           1995                                                             

Cash flows from operating activities:                                           
Net loss                                            $                         
(1,382,214)    $ (751,959)                                                      
Adjustments to reconcile net loss to net                                      
cash used in operating activities:                                        
Loss on disposal of property and equipment                              
2,851              _                                                            
Depreciation and amortization                                           
246,401         79,461                                                          
Loss on sale of investment securities                                   
12,688              _                                                           
Extraordinary loss from early extinguishment of debt                    
_        164,447                                                                
Decrease (increase) in accounts receivable                              
10,928        (29,667)                                                          
Decrease (increase) in prepaid expenses                                 
38,510        (83,062)                                                          
Increase in accounts payable                                            
80,222         27,674                                                           
(Decrease) in accrued liabilities                                       
(24,194)       (28,469)                                                         

Net cash used in operating activities                                           
(1,014,808)      (621,575)                                                      

Cash flows from investing activities:                                           
Purchase of investment securities                                             
(655,750)    (3,001,195)                                                        
Proceeds from sales and maturities of investment                              
securities1,893,687  1,799,945                                                  
Purchase of property and equipment                                            
(780,061)      (415,324)                                                        
Acquisition of licenses                                                       
(1,000,000)        (4,958)                                                      
Increase in other assets                                                      
(59,442)       (65,560)                                                         

Net cash used in investing activities                                           
(601,566)    (1,687,092)                                                        

Cash flows from financing activities:                                           
Increase in restricted cash                                                   
(346,400)             _                                                         
Proceeds from sale of preferred stock                                         
100,000      5,174,308                                                          
Proceeds from issuance of notes payable                                       
1,475,000              _                                                        
Payment of notes payable                                                      
(1,114,000)    (1,325,000)                                                      
Payment of long-term debt                                                     
(238,893)             _                                                         

Net cash provided by (used in) financing activities                             
(124,293)     3,849,308                                                         

Net increase (decrease) in cash and cash equivalents                            
(1,740,667)     1,540,641                                                       

Cash and cash equivalents, beginning of year                                    
1,767,285        226,644                                                        

Cash and cash equivalents, end of year               $                          
26,618     $1,767,285                                                           

See accompanying summary of significant accounting policies                     
and notes to consolidated financial statements.                                 
Principles of                                                                   
Consolidation                                                                   
The consolidated financial statements include the accounts                      
of Tel-Com                                                                      
Wireless Cable TV Corporation and its wholly-owned                              
subsidiaries after                                                              
elimination of intercompany accounts and transactions.                          
Nature of                                                                       
Organization                                                                    
Tele Consulting Corporation was incorporated in the State of                    
Florida on                                                                      
May 7, 1993, primarily to complete the development and begin                    
operation of                                                                    
a wireless cable television transmission facility. The                          
Company subsequently                                                            
amended its articles of incorporation changing the name of                      
the corporation to                                                              
Tel-Com Wireless Cable TV Corporation (_the Company_).                          

The Company's initial wireless cable television system is                       
located in                                                                      
LaCrosse, Wisconsin. The Company plans to provide television                    
for multiple                                                                    
dwelling units, commercial locations and single family                          
residences in                                                                   
LaCrosse, as well as expanding through the development of                       
additional                                                                      
wireless cable systems.                                                         

The Company was a development stage enterprise until January                    
1995 (at                                                                        
which time the Company commenced operations) as defined in                      
Statements of                                                                   
Financial Accounting Standards (SFAS) No. 7 _Accounting and                     
Reporting by                                                                    
Development Stage Enterprises._                                                 

On February 23, 1996, the Company acquired three Costa Rican                    
corporations                                                                    
and commenced wireless cable operations in the Republic of                      
Costa Rica (see                                                                 
Note 1). Two of these corporations were acquired through a                      
new, wholly-                                                                    
owned Costa Rican subsidiary.                                                   
Cash and                                                                        
Cash Equivalents                                                                
For financial presentation purposes, the Company considers                      
those short-term,                                                               
highly liquid investments with original maturities of three                     
months or less to                                                               
be cash and cash equivalents.                                                   
Investment                                                                      
Securities                                                                      
Investment securities are stated at cost and adjusted for                       
accretion of discount                                                           
and amortization of premium. Investment securities are                          
classified as such                                                              
based upon the Company's intent and ability to hold to                          
maturity. Gains and                                                             
losses on sales of investment securities are computed on a                      
specific identifica-                                                            
tion method and based upon net proceeds and adjusted book                       
values as of the                                                                
settlement date.                                                                

Generally accepted accounting principles require investment                     
and mortgage-                                                                   
backed securities that the Company has the positive intent                      
and ability to hold                                                             
to maturity to be classified as held-to-maturity securities                     
and reported at                                                                 
amortized cost. Investment and mortgage-backed securities                       
that are held                                                                   
principally for selling in the near term are to be                              
classified as trading                                                           
securities and reported at fair value, with unrealized gains                    
and losses included                                                             
in income. Investment and mortgage-backed securities not                        
classified as either                                                            
held-to-maturity or trading securities are to be classified                     
as available-for-sale                                                           
securities and reported at fair value, with unrealized gains                    
and losses                                                                      
excluded from earnings and reported in a separate component                     
of                                                                              
stockholders' equity. The Company adopted the Statement on                      
January 1,                                                                      
1994 with no material effect on the financial statements of                     
the Company.                                                                    
Property and                                                                    
Equipment                                                                       
Property and equipment are stated at cost. Depreciation                         
expense is provided                                                             
using the straight-line method for financial statement                          
purposes and accelerated                                                        
methods for federal income tax purposes over the estimated                      
useful lives of                                                                 
the various assets, generally 5 to 25 years.                                    
Licenses                                                                        
Costs incurred to acquire or develop wireless cable channel                     
licenses are                                                                    
capitalized and amortized on a straight-line basis over                         
their expected useful                                                           
lives of 40 years. Amortization of the licenses begins upon                     
the commence-                                                                   
ment of operations.                                                             
Organizational                                                                  
Costs                                                                           
Organizational costs are stated at cost less accumulated                        
amortization.                                                                   
Amortization expense is provided using the straight-line                        
method over a five-                                                             
year period.                                                                    
Net Loss per                                                                    
Common Share                                                                    
Net loss per common share is computed based upon the                            
weighted average                                                                
number of shares outstanding during each period. Common                         
stock equivalents                                                               
include warrants and options and have not been included                         
since their effect                                                              
would be antidilutive.                                                          
Reclassifications                                                               
Certain amounts from the 1995 financial statements were                         
reclassified to                                                                 
conform to current year presentations.                                          
Income Taxes                                                                    
The Company accounts for income taxes in accordance with                        
Statements of                                                                   
Financial Accounting Standards No. 109, _Accounting for                         
Income Taxes_                                                                   
(_FAS 109_) which requires recognition of estimated income                      
taxes payable                                                                   
or refundable on income tax returns for the current year and                    
for the estimated                                                               
future tax effect attributable to temporary differences and                     
carryforwards.                                                                  
Measurement of deferred income tax is based on enacted tax                      
laws including                                                                  
tax rates, with the measurement of deferred income tax                          
assets being reduced                                                            
by available tax benefits not expected to be realized.                          
Certain                                                                         
Significant                                                                     
Risks and                                                                       
Uncertainties                                                                   
Operations in the United States of America are regulated by                     
the U.S. Federal                                                                
Communications Commission and may be subject to nonrenewal,                     
revocation                                                                      
or cancellation for violations of the Communications Act of                     
1934 that may                                                                   
occur.                                                                          

In connection with the Company's Costa Rican operations (see                    
Note 1), its                                                                    
operations are regulated mainly by the Radio and Television                     
Law _ Ley de                                                                    
Radio y Television, No. 1758 of June 19, 1954 as amended and                    
the Regula-                                                                     
tion of Wireless Stations _ Regulamenta de Esstaciones                          
Inalimbrieds, No. 63                                                            
of December 11, 1956 and the Broadcasting Rule of Atlantic                      
City and the                                                                    
International Agreements Regarding Broadcasting executed in                     
Washington,                                                                     
DC in 1949.                                                                     

The pay television industry is highly competitive. Wireless                     
cable television                                                                
systems face or may face competition from several sources,                      
including                                                                       
traditional and established hard-wire cable companies.                          

The preparation of financial statements in conformity with                      
generally accepted                                                              
accounting principles requires management to make estimates                     
and assump-                                                                     
tions that affect the reported amounts of assets and                            
liabilities and disclosure                                                      
of contingent assets and liabilities at the date of the                         
financial statements and                                                        
the reported amounts of revenues and expenses during the                        
period reported.                                                                
Actual results could differ from those estimates.                               
Recent                                                                          
Accounting                                                                      
Pronouncements                                                                  
In March 1995, the Financial Accounting Standards Board                         
issued Statement                                                                
of Financial Accounting Standards No. 121, _Accounting for                      
the Impairment                                                                  
of Long-Lived Assets and for Long-Lived Assets to be                            
Disposed Of_ (_SFAS                                                             
No. 121_). SFAS No. 121 requires, among other things,                           
impairment loss of                                                              
assets to be held and gains or losses from assets that are                      
expected to be                                                                  
disposed of be included as a component of income from                           
continuing operations                                                           
before taxes on income. The Company adopted SFAS No. 121 in                     
1996, and                                                                       
its implementation did not have a material effect on the                        
consolidated financial                                                          
statements.                                                                     
1.  Acquisitions                                                                
On February 23, 1996, the Company acquired three companies                      
that together                                                                   
hold 18 frequency licenses for broadcast of pay television                      
(or _wireless                                                                   
cable_) services in Costa Rica together with related                            
equipment and contracts                                                         
with subscribers for pay television services.                                   

In the first acquisition, the Company, through Fepeca de                        
Tournon, S.A.                                                                   
(_FdT_), a new, wholly-owned Costa Rican subsidiary                             
corporation of the                                                              
Company, acquired all of the outstanding shares of common                       
stock of                                                                        
Televisora Canal Diecinueve, S.A., a Costa Rican corporation                    
(_Canal 19_),                                                                   
for a total purchase price of $3,000,000, $1,000,000 of                         
which was paid at the                                                           
closing and the balance is to be paid one year after the                        
closing with interest                                                           
at the rate of 3.6% per annum. The payment of this deferred                     
amount is                                                                       
secured by all of the acquired shares of stock of Canal 19                      
and of Grupo                                                                    
Masteri, S.A. and Teleplus, S.A., discussed below.                              

In the second acquisition, the Company, through FdT,                            
acquired all of the                                                             
outstanding shares of common stock of Grupo Masteri, S.A., a                    
Costa Rican                                                                     
corporation (_Grupo_), for a total purchase price of                            
$1,000,000 which was                                                            
paid at the closing in the form of restricted shares of the                     
Company's common                                                                
stock valued at fair market value as of the date of closing.                    
The Company has                                                                 
agreed to provide the Seller certain registration rights                        
with respect to these                                                           
shares.                                                                         

The Company operates its wireless cable pay television                          
business in Costa                                                               
Rica through another wholly-owned subsidiary corporation                        
known as                                                                        
TelePlus, S.A. (_TelePlus_). The Company acquired TelePlus                      
from Seller on                                                                  
February 23, 1996 and in consideration thereof, agreed to                       
pay Seller a lump                                                               
sum amount equal to $50 times the number of subscribers                         
under contract with                                                             
TelePlus in excess of the 1,700 subscribers purchased from                      
Seller at a date                                                                
one year after TelePlus has six pay television channels                         
broadcasting to the                                                             
public. TelePlus began broadcasting six pay television                          
channels in October                                                             
1996. Currently, TelePlus has approximately 3,000                               
subscribers. TelePlus                                                           
leases their air-time from the broadcast channels from Canal                    
19 and Grupo                                                                    
and has acquired subscriber contracts and certain physical                      
assets, consisting                                                              
primarily of transmission equipment and subscriber reception                    
equipment,                                                                      
from Grupo. The Company currently broadcasts cable                              
programming over six                                                            
channels in the Costa Rica System and has no present plans                      
to use the 12                                                                   
additional microwave channels.                                                  

The assets owned by the companies acquired consisted mainly                     
of the                                                                          
frequency licenses and property and equipment. The entire                       
purchase price of                                                               
$4,000,000 was allocated to the frequency licenses and will                     
be amortized                                                                    
over a 40-year period. Due to the age and technical                             
obsolescence of the                                                             
property and equipment, no purchase price was allocated to                      
these assets.                                                                   

Pursuant to the restructuring of the note payable related to                    
the first acquisi-                                                              
tion as described in Note 14, the Seller will (i) be issued                     
180,000 shares of                                                               
the Company's common stock with piggy back registration                         
rights; (ii) be                                                                 
entitled to nominate two members to the Company's Board of                      
Directors until                                                                 
such time as Seller has exercised the conversion rights                         
under the debenture;                                                            
and (iii) receive a release from any liability in connection                    
with the Costa Rica                                                             
acquisition.  The Company will adjust the purchase price of                     
the first                                                                       
acquisition by the fair market value of the 180,000 shares                      
of common stock                                                                 
at the date of issuance.                                                        

The following unaudited pro forma summary presents the                          
consolidated results                                                            
of operations as if the above acquisitions had occurred at                      
the beginning of                                                                
1995, with pro forma adjustments to give effect to                              
amortization of broadcast                                                       
licenses acquired over 40 years, together with related                          
income tax effects, and                                                         
does not purport to be indicative of what would have                            
occurred had the                                                                
acquisition been made as of these dates or of results which                     
may occur in the                                                                
future. The results of operations of the acquired companies                     
for the period of                                                               
January 1, 1996 to February 23, 1996, the date of                               
acquisition, were not                                                           
significant and have been excluded from the following pro                       
forma information:                                                              

Year ended December 31,                                                         
1995                                                                            

Sales                                                                           
$345,992                                                                        
Net loss                                                                        
$(875,614)                                                                      
Loss per share                                                                  
$   (.55)                                                                       

2.  Investment                                                                  
Securities                                                              
As of December 31, 1995, all investments were classified as                     
held to maturity                                                                
investments and were stated at amortized cost. The amortized                    
cost and                                                                        
approximate market values of investment securities were as                      
follows:                                                                        

UnrealizedUnrealized                                                            
               Amortized     Gross
Gross         Fair                                                              
December 31, 1995                          Cost      Gain                       
Loss        Value                                                               

U.S. Government and                                                             
agency obligations$1,250,625$7,465
$     _    $1,258,090                                                           

Amortized           Fair                                                        
December 31, 1995                                                               
Cost          Value                                                             

Due in one year or less                                                         
$1,000,625    $ 1,008,090                                                       

Due after one year through five years                                           
_              _                                                                

Due after five years through ten years                                          
250,000        250,000                                                          

$1,250,625    $ 1,258,090                                                       

Proceeds from the sales and maturities of investment                            
securities were approxi-                                                        
mately $1,894,000 and $1,800,000 during 1996 and 1995,                          
respectively.                                                                   

Due to the acquisition of the Costa Rican operation during                      
1996 (see Note 1)                                                               
and the significant amount of expenditures associated with                      
this acquisition,                                                               
the Company transferred one of its investments from held to                     
maturity to                                                                     
available for sale. The security had an unrealized loss of                      
approximately                                                                   
$3,000 on the date of the transfer, which was realized upon                     
its immediate                                                                   
sale.                                                                           
3.  Property and                                                                
Equipment                                                               
Property and equipment are summarized as follows:                               

                          Useful
                           Lives
1996      1995                                                                  

Leasehold improvements                      7 _ 10 years   $                    
12,667   $ 8,674                                                                
Furniture, fixtures and                                                         
office equipment          7 years 
77,139    50,201                                                                
Equipment                                   5 _ 10 years                        
1,390,442   726,655                                                             
Vehicles                                         5 years                        
105,005         _                                                               

1,585,253   785,530                                                             
Less accumulated depreciation                                                   
220,018    68,872                                                               

Net property and equipment                                 $                    
1,365,235   $716,658                                                            

The Company had depreciation expense of $152,355 and $68,872                    
for 1996                                                                        
and 1995, respectively.                                                         
4.  Licenses                                                                    
Licenses consist of the following:                                              

Location of License                                                             
1996         1995                                                               

LaCrosse, Wisconsin                                     $                       
371,493      $371,493                                                           
San Jose, Costa Rica                                                            
4,000,000            _                                                          
Stevens Point, Wisconsin                                                        
530,615            _                                                            
Wausau, Wisconsin                                                               
658,736            _                                                            

5,560,854      371,493                                                          
Less accumulated amortization                                                   
(102,410)      (9,164)                                                          

Net licenses                                            $                       
5,458,444      $362,329                                                         

5.  Other Assets                                                                
Other assets are summarized as follows:                                         

1996         1995                                                               

FCC deposits (Note 8)                                   $                       
120,142      $     _                                                            
Other deposits                                                                  
5,860       66,560                                                              
Organization costs                                                              
4,000        4,000                                                              

130,002       70,560                                                            
Less accumulated amortization                                                   
2,667        1,867                                                              

Net other assets                                        $                       
127,335      $68,693                                                            

6.  Commitments                                                                 
Licenses Lease and Purchase Option Agreement                                    

During 1993, the Company entered into agreements for the                        
lease and                                                                       
purchase of certain channel licenses and for the lease and                      
purchase of                                                                     
transmitting equipment and tower site usage in LaCrosse,                        
Wisconsin.                                                                      

Pursuant to the agreements, the Company has incurred                            
$371,493 of costs                                                               
related to the channel licenses. The cost of the channel                        
licenses is amortized                                                           
on a straight-line basis over 40 years beginning when the                       
Company com-                                                                    
menced operations. Since the Company has satisfied its lease                    
requirements to                                                                 
the lessors, the lessors transferred ownership of licenses                      
and assigned the                                                                
tower rights to the Company for $100. On March 4, 1996, the                     
FCC                                                                             
approved the transfer of ownership of licenses to the                           
Company.                                                                        

Operating Leases                                                                

The Company leases its offices, certain operating facilities                    
and equipment                                                                   
under several operating leases with terms expiring through                      
2000. The                                                                       
Company is required to make minimum lease payments under                        
these operating                                                                 
leases approximately as follows:  1997 _ $72,000; 1998 _                        
$47,000; 1999 _                                                                 
$34,000 and 2000 - $4,000.                                                      

Consulting Agreements                                                           

On December 23, 1996 the Company engaged four individuals                       
(the                                                                            
_Consultants_) to provide financial and public relations                        
services to the                                                                 
Company. The Company has issued a total of 200,000 shares of                    
its common                                                                      
stock to the Consultants as compensation for the services to                    
be provided by                                                                  
the Consultants pursuant to the Consulting Agreements                           
between the                                                                     
Consultants and the Company (the _Consulting Agreements_)                       
for a 12-month                                                                  
period. The Consultants have each agreed to pay for all of                      
the costs and                                                                   
expenses incurred by the Consultants in connection with                         
rendering financial                                                             
and public relations services to the Company pursuant to the                    
Consulting                                                                      
Agreements. The Consultants have agreed to spend not less                       
than $500,000 in                                                                
such endeavors. The cost associated with these Consulting                       
Agreements has                                                                  
been recorded as prepaid consulting fees at the fair market                     
value of the                                                                    
200,000 shares on the date the agreements were signed, which                    
was approxi-                                                                    
mately $988,000. These costs will be amortized over the 12-                     
month duration                                                                  
of the agreements. No costs were expensed as of December 31,                    
1996 as no                                                                      
services had yet been performed under the agreements.                           
7.  Notes                                                                       
Payable                                                                 
As of December 31, 1996 and 1995, notes payable consist of                      
the following:                                                                  

1996       1995                                                                 

$2,000,000 note payable to an individual,                                       
interest only at 3.6% per annum,  
payable                                                                         
monthly, principal and unpaid     
interest due                                                                    
   in full February 1997, collateralized
by                                                                              
all outstanding stock of its      
subsidiaries,                                                                   
Televisora Canal Diecinueve, S.A.;
Grupo                                                                           
Masteri, S.A.; and Teleplus, S.A. 
  (see Note 14)                      $
2,000,000      $   _                                                            

$475,000 note payable to a bank, interest                                       
only at prime plus .5% payable    
quarterly,                                                                      
principal and unpaid interest was 
paid in                                                                         
   full February 1997, collateralized by
a                                                                               
  certificate of deposit in the amount
of                                                                              
$346,400                          
361,000          _                                                              

Note payable to a related party, no specified                                   
interest or terms of repayment    
8,000      8,000                                                                

                                     $
2,369,000      $8,000                                                           

8.  License                                                                     
Fees                                                                    
On March 28, 1996, the Federal Communications Commission                        
completed its                                                                   
auction of authorization to provide single channel and                          
multichannel                                                                    
Multipoint Distribution Service (_MDS_) in 493 Basic Trading                    
Areas                                                                           
(_BTA_). The Company won bids in three markets: Hickory-                        
Lenoir-                                                                         
Morganton, NC; Wausau-Rhinelander, WI; and Stevens Point-                       
Marshfield-                                                                     
Wisconsin Rapids, WI. The total amount bid for these                            
licenses, after a 15%                                                           
small business credit, was $3,046,212. On April 5, 1996, the                    
Company                                                                         
submitted a payment of $239,502 that, coupled with its                          
initial deposit of                                                              
$65,120, made up the initial 10% of the down payment for                        
acquisition of                                                                  
these licenses. On June 28, 1996, the Federal Communications                    
Commission                                                                      
called for the second 10% of the down payment before the BTA                    
authoriza-                                                                      
tions were issued. The Company had until July 8, 1996 to                        
submit a balance                                                                
of payment of $304,622 to satisfy the initial down payment                      
total. Under                                                                    
confirmation of receipt of down payment, the FCC would issue                    
the BTA                                                                         
authorizations.  On July 8, 1996, payment of $118,936 was                       
submitted to the                                                                
Federal Communications Commission to cover payment on the                       
two Wiscon-                                                                     
sin BTAs of Sevens Point and Wausau. License fees payable to                    
the FCC of                                                                      
$951,479 for the two Wisconsin licenses will be made over                       
the next ten years                                                              
in quarterly payments. Interest charged for this installment                    
plan would be                                                                   
based on the rate of the effective ten-year U.S. Treasury                       
obligation at the                                                               
time of the issuance of the BTA authorization plus two and                      
one-half percent.                                                               

On September 1, 1996, the unpaid license fee payable of                         
$1,671,175 for the                                                              
Hickory, NC, BTA was defaulted on. According to Section                         
21.959 in the                                                                   
FCC MDA Audit Information Package, a maximum default payment                    
of three                                                                        
percent of the defaulting bidder's bid amount would be due                      
to the FCC. This                                                                
amount, $65,544, was charged to operations in 1996. The                         
remaining amount,                                                               
$120,142, of the deposit submitted to the FCC for Hickory,                      
NC was                                                                          
recorded as a refundable deposit at December 31, 1996. In                       
addition, the                                                                   
Company will be liable to the FCC for the difference between                    
the Company's                                                                   
winning bid and a lower winning bid received by the FCC in a                    
subsequent                                                                      
auction of this license. The FCC has not yet announced plans                    
to re-auction                                                                   
the Hickory, NC, BTA license.                                                   
9.  Long-Term                                                                   
Debt                                                                    
Long-term debt consists of two loans, principal and interest                    
at 9.7% and                                                                     
9.25%, payable monthly through August 2000, collateralized                      
by vehicles.                                                                    
Future required principal payments under these loans are as                     
follows:  1997 _                                                                
$5,736; 1998 _ $6,301; 1999 _ $6,508 and 2000 _ $4,166.                         
10. Stockholders'                                                               
Equity                                                                  
Preferred Stock                                                                 

The Company is authorized to issue up to 5,000,000 shares of                    
_blank check_                                                                   
preferred stock and to permit the Board of Directors,                           
without shareholder                                                             
approval, to establish such preferred stock in one or more                      
series and to fix                                                               
the rights, preferences, privileges and restriction thereof,                    
including dividend                                                              
rights, conversion rights, terms of redemption, liquidation                     
preferences and                                                                 
the number of shares constituting any series or the                             
designation of such series.                                                     

On November 25, 1996, the Company designated and sold 500                       
shares of                                                                       
Series A convertible preferred stock at a price of $1,000                       
per share (the                                                                  
_Preferred Shares_) to two companies (the _Buyers_) for                         
$500,000. Under                                                                 
the terms of the stock subscription agreements, each Buyer                      
delivered $50,000                                                               
in cash and a $200,000 promissory note at closing. Each                         
promissory note                                                                 
provides for four weekly installments of no less than                           
$50,000 with the final                                                          
payment due no later than December 31, 1996. The Preferred                      
Shares are                                                                      
being held in escrow and are pledged as security for the                        
promissory notes. As                                                            
of December 31, 1996, the Company had not received any of                       
the required                                                                    
installment payments according to the terms of the                              
promissory notes.                                                               

The Preferred Shares are convertible into shares of common                      
stock of the                                                                    
Company at any time by the Buyers and will be automatically                     
converted into                                                                  
common stock on the effective date of a Registration                            
Statement covering the                                                          
Preferred Shares. The conversion rate is equal to the lesser                    
of (i) $3.25 per                                                                
share of common stock or (ii) a discount of 35% from the                        
average of the                                                                  
_bid_ for five trading days prior to the effective date of a                    
Registration                                                                    
Statement covering the Preferred Shares (the _Conversion                        
Price_). The                                                                    
common stock issuable upon conversion of the Preferred                          
Shares is subject to                                                            
certain registration rights. In the event such shares of                        
common stock are not                                                            
registered and available for sale pursuant to an effective                      
registration statement                                                          
within 120 days from November 25, 1996 (except in the event                     
the                                                                             
promissory note described above is not timely paid or the                       
holder of such                                                                  
shares is not prompt in providing the Company required                          
information), the                                                               
Company must issue an additional number of Preferred Shares                     
equal to 10%                                                                    
of the total number for each additional 30-day delay in                         
providing an effective                                                          
registration statement pursuant to which the common stock                       
underlying the                                                                  
Preferred Shares is registered and delivered to the Buyers.                     
The Company did                                                                 
not complete a Registration Statement, and as discussed                         
above, the Buyers                                                               
have not made timely payments on the promissory note.                           
Therefore, the                                                                  
Company has not issued additional Preferred Shares to the                       
Buyers subsequent                                                               
to year end.                                                                    

The Company has agreed not to issue any additional common                       
stock pursuant                                                                  
to Regulation S of the General Regulations of the Securities                    
and Exchange                                                                    
Commission or to register any of its securities by means of                     
a Form S-8                                                                      
registration statement without the prior written consent of                     
the Buyers, whose                                                               
consent shall not be unreasonably withheld.                                     

Subsequent to year end, the Company received payments                           
totaling $100,000.                                                              
The Company and the Buyers mutually agreed to terminate the                     
subscription                                                                    
agreements and cancel the notes receivable. As a result, the                    
Buyers were only                                                                
issued 200 of the original 500 shares of preferred stock                        
which were being                                                                
held in escrow pursuant to the agreements.                                      

Stock Option Plan                                                               

In January 1995, the Company adopted a Stock Option Plan                        
(the _SOP_),                                                                    
pursuant to which officers, directors and key employees of                      
the Company are                                                                 
eligible to receive incentive and/or nonqualified stock                         
options. The SOP                                                                
covers 200,000 shares of the Company's common stock, $.001                      
par value.                                                                      
The SOP is administered by the Board of Directors and will                      
expire in 2005.                                                                 
Incentive stock options granted under the SOP are                               
exercisable for a period of                                                     
up to ten years from the date of grant at an exercise price                     
which is not less                                                               
than the fair market value of the common stock on the date                      
of grant, except                                                                
that the terms of an incentive stock option granted under                       
the SOP to a                                                                    
stockholder owing more than ten percent of the outstanding                      
common stock                                                                    
may not exceed five years and its exercise price may not be                     
less than 110                                                                   
percent of the fair market value of the common stock on the                     
date of grant.                                                                  

The Company applies APB Opinion 25, _Accounting for Stock                       
Issued to                                                                       
Employees,_ and related interpretations in accounting for                       
options issued to                                                               
employees. Accordingly, no compensation cost has been                           
recognized for                                                                  
options granted to employees at exercise prices which equal                     
or exceed the                                                                   
market price of the Company's common stock at the date of                       
grant. Options                                                                  
granted at exercise prices below market prices are                              
recognized as compensa-                                                         
tion cost measured as the difference between market price                       
and exercise price                                                              
at the date of grant.                                                           

Statements of Financial Accounting Standards No. 123 (FAS                       
123) _Account-                                                                  
ing for Stock-Based Compensation,_ requires the Company to                      
provide pro                                                                     
forma information regarding net income and earnings per                         
share as if                                                                     
compensation cost for the Company's employee stock options                      
had been                                                                        
determined in accordance with the fair value based method                       
prescribed in FAS                                                               
123. The Company estimates the fair value of each stock                         
option at the grant                                                             
date by using the Black-Scholes option-pricing model with                       
the following                                                                   
weighted-average assumptions used for grants in 1996 and                        
1995, respectively:                                                             
no dividend yield for both years; an expected life of five                      
years for both                                                                  
years; expected volatility of 130% and 89%; and risk-free                       
interest rates of                                                               
6.3% and 5.7%.                                                                  

Under the accounting provisions of FAS 123, the Company's                       
net loss and                                                                    
loss per share would have been reduced to the pro forma                         
amounts indicated                                                               
below:                                                                          

1996           1995                                                             

Net loss                                                                        
As reported                       
$(1,382,214)     $(751,959)                                                     
Pro forma                         
(1,679,484)      (913,979)                                                      

Loss per share                                                                  
As reported                       
(.70)          (.51)                                                            
Pro forma                         
(.85)          (.63)                                                            

A summary of the status of options under this plan as of                        
December 31, 1996 and 1995 and changes                                          
during the years ending on those dates are presented below:                     

                          1996
1995                                                                            
                   Weighted-
Average   Weighted-Average                                                      
                      SharesExercise
PriceSharesExercise Price                                                       

Balance at beginning of year                20,000                              
$9.85      _       $  _                                                         
Granted                                    57,000                             
6.50  20,000       9.85                                                         

Balance at end of year                      77,000                              
$7.37 20,000       $9.85                                                        

Options exercisable at year end             77,000                              
$7.37 20,000       $9.85                                                        

Options granted during the year at exercise prices which                        
exceed market price of stock at date of grant:                                
Weighted average exercise price          40,000                           
$6.60 13,000       $10.18                                                       
Weighted average fair value              40,000                           
5.33  13,000       8.08                                                         

Options granted during the year at exercise prices which                        
equal market price of stock at date of grant:                                 
Weighted average exercise price          17,000                           
$6.45  7,000       $9.25                                                        
Weighted average fair value              17,000                           
5.17   7,000       8.14                                                         

The following table summarizes information about options                        
under the plan outstanding at December 31,                                      
1996:                                                                           

Options Outstanding     
Options Exercisable                                                             
NumberWeighted-Average            
Number                                                                          
Range of          Outstanding    RemainingWeighted-                             
AverageExercisableWeighted-Average                                              
Exercise Pricesat Dec. 31, 1996Contractual LifeExercise                         
Priceat Dec. 31, 1996Exercise Price                                             

$  5.32 to    5.85     37,000       8.9years      $5.75                         
37,000        $5.75                                                             
$  7.50 to    8.25     20,000       4.6            7.88                         
20,000         7.88                                                             
$  9.25 to  10.18      20,000       9.0            9.85                         
20,000         9.85                                                             

77,000       7.8           $7.37  
77,000        $7.37                                                             

Initial Public Offering                                                         

On May 10, 1995, the Company completed its initial public                       
offering. The                                                                   
Company sold 1,150,000 shares at $5 per share and 1,610,000                     
redeemable                                                                      
common stock purchase warrants at $.25 per warrant and                          
received                                                                        
$5,124,632 in proceeds, net of offering costs. The Company                      
used these                                                                      
proceeds to repay indebtedness in connection with its                           
private placements,                                                             
purchase equipment and for working capital and general                          
corporate purposes.                                                             

Stock Warrants                                                                  

Redeemable Common Stock Purchase Warrants _ In connection                       
with the                                                                        
public offering, the Company sold 1,610,000 redeemable                          
common stock                                                                    
purchase warrants at a price of $.25 per warrant. Each                          
warrant entitles the                                                            
holder to purchase, at any time from the date of the                            
offering through the fifth                                                      
anniversary date, one share of common stock at a price of                       
$5.75 per share.                                                                
The warrants are redeemable at a price of $.25 per warrant                      
under certain                                                                   
circumstances.                                                                  

Private Placement Warrants _ In August 1994 and December 1,                     
1994, the                                                                       
Company issued an aggregate of 625,000 common stock warrants                    
as part of                                                                      
the sale of units of its securities. Such warrants may be                       
exercised no sooner                                                             
than one year and no later than five years from the date of                     
their issuance at                                                               
an exercise price of $5.75 per share. The warrants provide                      
for adjustment in                                                               
the number of shares underlying the warrants upon the                           
occurrence of certain                                                           
events, such as stock dividends, stock splits or other                          
reclassifications of the                                                        
Company's common stock, a consolidation or merger of the                        
Company, or a                                                                   
liquidating distribution of the Company's common stock.                         

Stock Warrants _ In connection with the public offering, the                    
Company sold                                                                    
underwriter's stock warrants, at a price of $.001 per                           
warrant. A total of                                                             
100,000 warrants to purchase a like number of shares of                         
common stock and                                                                
140,000 warrants to purchase a like number of warrants were                     
sold. The                                                                       
underwriter's stock warrants are exercisable at a price of                      
$7.50 per share,                                                                
and the underwriter's warrants will be exercisable at a                         
price of $.375 per                                                              
warrant for a period of five years commencing on May 10,                        
1995. Each                                                                      
warrant underlying the underwriter's warrants is exercisable                    
for one share of                                                                
common stock at an exercise price of $5.75 per share.                           

None of these warrants were exercised as of December 31,                        
1996.                                                                           

Shares Reserved                                                                 

At December 31, 1996, the Company has reserved 2,675,000                        
shares of                                                                       
common stock for future issuance under all of the above                         
arrangements.                                                                   
11. Income Taxes                                                                
For the period from May 7, 1993 (date of inception) through                     
July 31, 1994,                                                                  
the Company was taxed under the provisions of Subchapter                
S of the Internal                                                               
Revenue Code. On July 31, 1994, the Company's status as                 
an S corporation                                                                
was terminated, and a net operating loss carryforward of                
approximately                                                                   
$120,000 was generated as a result of the Company's                     
activity during the                                                             
months of August through December 1994. A                               
reclassification of $236,541                                                    
was made from accumulated deficit to additional paid-in                 
capital as a result of                                                          
the Company's activity during the time that it was an S                 
corporation. This was                                                           
accomplished through an adjustment during the year ended                
December 31,                                                                    
1995.                                                                   

The components of net deferred income taxes consist of the                      
following:                                                                      

1996          1995                                                              

Deferred income tax assets:                                                     
 Net operating loss carryforwards  $
982,200      $365,000                                                           
Other                             
7,400             _                                                             

Gross deferred income tax assets                                                
989,600       365,000                                                           
Valuation allowance                                                             
(826,000)     (317,100)                                                         

Total deferred income tax assets                                                
163,600        47,900                                                           

Deferred income tax liabilities:                                                
Depreciation                      
(97,200)      (41,800)                                                          
Amortization                      
(66,400)       (6,100)                                                          

Total deferred income tax liabilities                                           
(163,600)      (47,900)                                                         

Net deferred income taxes                                $                      
_      $      _                                                                 

The changes in the valuation allowance for deferred income                      
tax assets were                                                                 
increases of $508,900 and $246,000 during 1996 and 1995,                        
respectively.                                                                   

The following summary reconciles differences from income                        
taxes at the                                                                    
federal statutory rate with the effective rate:                                 

Year ended December 31,                                                         
1996        1995                                                                

Federal income taxes at statutory rates                                         
(34.0%)     (34.0%)                                                             

Losses without tax benefits                                                     
34.0%       34.0%                                                               

Income taxes at effective rates                                                 
0%          0%                                                                  

Unused net operating losses for income tax purposes,                            
expiring in various                                                             
amounts from 2009 through 2011, of approximately $2,505,000                     
are available                                                                   
at December 31, 1996 for carryforward against future years'                     
taxable income.                                                                 
Under Section 382 of the Internal Revenue Code, the annual                      
utilization of                                                                  
this loss may be limited due to changes in ownership. A                         
valuation allowance                                                             
of approximately $826,000 has been offset against the tax                       
benefit of these                                                                
losses due to it being more likely than not that the                            
deferred income tax assets                                                      
will not be realized.                                                           
12. Extraordinary                                                               
Item                                                                    
The extraordinary loss in 1995 was from early repayment of                      
8% secured                                                                      
promissory notes due in 1999 obtained in two separate                           
private placement                                                               
offerings in 1994 (see Note 10).                                                
13. Supplemental                                                                
Cash Flow                                                               
Information                                                             
Certain supplemental disclosure of cash flow information and                    
noncash                                                                         
investing and financing activities for the years ended                          
December 31, 1996 and                                                           
1995 is as follows:                                                             

1996      1995                                                                  

Cash paid during the year for:                                                  
   Interest                            $
197,722   $82,733                                                               

Noncash investing and financing activities:                                     
   Write-off of debt issuance costs    $
_   $164,447                                                                    
  Common stock issued for acquisitions
1,000,000         _                                                             
Common stock issued for consulting
fees 988,000         _                                                          
Preferred stock issued for note   
receivable400,000       _                                                       
 Licenses acquired for notes payable
1,189,361         _                                                             
Note payable issued in connection 
with acquisition                
2,000,000         _                                                             
   Long-term debt incurred in connection
with                                                                            
the purchase of property and    
equipment  23,732         _                                                     

14. Subsequent                                                                  
Event                                                                   
On February 12, 1997, the Company and Seller entered in an                      
agreement                                                                       
providing for the restructuring of the note given by the                        
Company to Seller as                                                            
payment for the acquisition of Canal 19. This agreement was                     
amended and                                                                     
restated by a letter agreement dated February 21, 1997. The                     
agreement, as                                                                   
amended and restated, provided for the Company to make a                        
payment of                                                                      
$625,000 toward reduction of the principal balance of the                       
note on or before                                                               
March 7, 1997. The remaining principal balance, plus accrued                    
interest                                                                        
thereon, was to be paid on or before February 23, 1998,                         
provided that, with                                                             
an additional payment of $100,000, the Company could extend                     
such maturity                                                                   
date for an additional period of six months. The Company                        
paid Seller a                                                                   
deposit of $50,000 on February 24, 1997 and, as                                 
consideration for the                                                           
restructuring of the note, agreed to issue to Seller 100,000                    
shares of its                                                                   
common stock, par value $.001 per share, having certain                         
piggy back                                                                      
registration rights. The $50,000 deposit was to be applied                      
toward the                                                                      
principal balance of the note provided, however, that if the                    
$625,000                                                                        
principal reduction payment was not timely paid, Seller                         
could retain such                                                               
deposit. The Company failed to pay the $625,000 payment, the                    
$50,000 was                                                                     
retained and on April 2, 1997, Seller declared the Note to                      
be in default.                                                                  

On April 14, 1997, the Company entered into a letter of                         
understanding with                                                              
the Seller for the restructuring of the $2 million debt into                    
a convertible                                                                   
debenture to mature in 12 months with interest to accrued at                    
12% per annum                                                                   
(7% to be paid monthly and 5% at maturity). The principal                       
amount of the                                                                   
debenture will be $2 million plus certain expenses owed or                      
reimbursable to                                                                 
Seller at the issue date of the debenture. At the Company's                     
option, $1 million                                                              
of this amount may be extended for an additional period of                      
12 months with                                                                  
interest to accrue on such amount at 15% per annum (8% to be                    
paid monthly                                                                    
in arrears and 7% to be paid at maturity). The Seller will                      
have the option,                                                                
exercisable within six months of the issue date of the                          
debenture, to elect to                                                          
extend the maturity date of the debenture of an additional                      
12 months, in                                                                   
which event, commencing on the first day of the 13th month                      
after the issue                                                                 
date of the debenture, one-half of the principal amount will                    
accrued interest                                                                
at 12% per annum (7% to be paid monthly in arrears and 5% to                    
be paid at                                                                      
maturity) and one-half of the principal amount will accrue                      
interest at 15% per                                                             
annum (8% to be paid monthly in arrears and 7% to be paid at                    
maturity).                                                                      

As consideration for this debt structuring, Seller will (i)                     
be issued 180,000                                                               
shares of the Company's common stock with piggy back                            
registration rights;                                                            
(ii) be entitled to nominate two members to the Company's                       
Board of                                                                        
Directors until such time as Seller has exercised the                           
conversion rights under                                                         
the debenture; and (iii) receive a release from any                             
liability in connection with                                                    
the Costa Rica acquisition.                                                     

The debenture will be convertible by Seller into the                            
Company's common                                                                
stock at any time after the issue date prior to payment of                      
the debenture on at                                                             
least 30 days' advance notice to the Company. The conversion                    
price is equal                                                                  
to the lesser of (a) $1.00 per share of common stock or (b)                     
a price per share                                                               
of common stock equal to the average of the closing _bid_                       
for the                                                                         
Company's common stock as reported on NASDAQ for the five                       
trading days                                                                    
immediately prior to the conversion date. The Company also                      
will reserve for                                                                
issuance upon conversion a sufficient number of shares of                       
common stock and                                                                
will register such reserved shares and maintain an effective                    
registration                                                                    
statement for such shares for a period of 26 months.                            

The Seller will have the option to the return of the 12                         
microwave frequency                                                             
licenses held by Canal 19 in exchange for the Company's use                     
of part of                                                                      
Seller's Channel 19 offices for an additional sales office                      
and the provision to                                                            
the Company of approximately $25,000 to $30,000 per year in                     
advertising on                                                                  
Channel 19 for up to five years.                                                

If the Company defaults in its obligations under the                            
debenture, then Seller                                                          
will be entitled to a transfer of all stock of Canal 19,                        
Grupo and TelePlus and                                                          
to the right to purchase all capital assets of the Company                      
in Costa Rica for                                                               
fair market value. The assets of Canal 19 consist primarily                     
of rights to                                                                    
licenses, for which applications are pending with the                           
Republic of Costa Rica,                                                         
for the exclusive use of these _superband_ television                           
frequency channels and                                                          
twelve microwave frequency channels. The assets of Grupo                        
consist primarily                                                               
of licenses for the exclusive use of three UHF frequency                        
channels. The assets                                                            
of Teleplus consist primarily of subscriber contracts,                          
transmission equipment                                                          
and subscriber reception equipment necessary for the                            
operation of the Costa                                                          
Rican wireless cable television service.                                        

The Company and Seller are currently negotiating and                            
drafting the terms of                                                           
definitive agreements to reflect the terms of the                               
preliminary understanding.                                                      
Pending the execution of definitive agreements, Seller has                      
agreed to abate any                                                             
proceedings or remedies for default of the debt. While the                      
Company is                                                                      
optimistic that definitive agreements on the terms described                    
above will be                                                                   
executed in due course, no assurance thereof can be given.                      
15. Going Concern                                                               
Consideration                                                           

The Company's financial statements are presented on the                         
going concern                                                                   
basis, which contemplates the realization of assets and the                     
satisfaction of                                                                 
liabilities in the normal course of business. However, the                      
Company has                                                                     
suffered recurring losses from operations. At December 31,                      
1996, the                                                                       
Company had an accumulated deficit of approximately                             
$2,285,000 and a                                                                
working capital deficit of approximately $1,120,000.                            

During the year ended December 31, 1996, the Company was                        
successful in                                                                   
acquiring two companies with broadcast channel rights in                        
Costa Rica and won                                                              
FCC bids for three FCC broadcast channel licenses in the                        
U.S. The                                                                        
Company expended significant capital to complete these                          
acquisitions and                                                                
make initial payments towards the FCC licenses.                                 

The Company's expansion activities and net losses have                          
placed substantial                                                              
pressure on the working capital and liquidity of the                            
Company. These                                                                  
conditions raise substantial doubt as to the Company's                          
ability to continue as                                                          
a going concern. Although the Company believes that funds                       
expected to be                                                                  
generated from operations and additional debt or equity                         
financing will be                                                               
sufficient to fund the Company's working capital                                
requirements for at least six                                                   
months following the Company's planned registration with the                    
SEC of                                                                          
unissued common stock in the second quarter of 1997, there                      
can be no                                                                       
assurance that the Company will be able to procure                              
additional capital through                                                      
public or private financing efforts or generate sufficient                      
revenues to fund its                                                            
operations after such period. The Company is actively                           
pursuing additional                                                             
financing alternatives. However, the Company has no                             
arrangements or                                                                 
commitments for additional capital. The Company does not                        
currently have                                                                  
any available bank credit facilities. The ability of the                        
Company to finance its                                                          
activities and growth will depend on its ability to procure                     
additional                                                                      
financing, achieve a profitable level of operations,                            
consummate its agreement                                                        
to restructure the $2,000,000 note payable related to the                       
Costa Rica                                                                      
acquisition (see Notes 1 and 14) and meet its financial                         
obligation to the U.S.                                                          
government to avoid defaulting on the FCC licenses purchased                    
at auction.                                                                     

_______________________________                                                 
(1) Represents excess of fair market value of common stock                      
underlying options on date of grant over exercise price.                        

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
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