AGREEMENT AND PLAN

 Exhibit 10.30

                          AGREEMENT AND PLAN OF MERGER

         THIS  AGREEMENT  AND  PLAN OF  MERGER  (the  "Agreement"),  is made and
entered  into as of the 11th  day of  September,  1995,  by and  among  AMERICAN
WIRELESS SYSTEMS,  INC., a Delaware  corporation  ("AWS"),  HEARTLAND MERGERSUB,
INC.,   a   Delaware   corporation    ("MergerSub")   and   HEARTLAND   WIRELESS
COMMUNICATIONS, INC., a Delaware corporation ("Heartland").

                              W I T N E S S E T H:

         WHEREAS,  the  respective  Boards of  Directors of AWS,  MergerSub  and
Heartland  have approved the merger of MergerSub  with and into AWS pursuant and
subject to the terms and conditions of this  Agreement,  whereby each issued and
outstanding share of common stock, par value $.01 per share, of AWS ("AWS Common
Share") will be  converted  into the right to receive the  Conversion  Amount as
hereinafter defined; and

         WHEREAS,   AWS,   MergerSub  and  Heartland   desire  to  make  certain
representations,  warranties  and  agreements in connection  with the Merger and
also to set forth the various conditions to the Merger; and

         WHEREAS,  the Board of Directors of AWS,  MergerSub and Heartland  have
adopted resolutions approving this Agreement; and

         WHEREAS,  the terms  used in this  Agreement  shall  have the  meanings
respectively ascribed to them in Article 12 hereof.

         NOW, THEREFORE,  the parties hereto hereby adopt the above recitals and
agree as follows:

ARTICLE 1. THE MERGER

                  1.1 The Merger.  At the Effective  Time,  MergerSub will merge
with and into AWS (the "Merger") in accordance  with the terms and conditions of
this  Agreement.  AWS  shall  be  the  corporation  surviving  the  Merger  (the
"Surviving  Corporation")  and shall  continue to be governed by the laws of the
State of  Delaware.  The  Merger  shall  have the  effects  specified  under the
Delaware General Corporation Law ("DGCL").

                  1.2 Effect of the Merger.

                   (a)  Effective  Time. At the  Effective  Time, subject in all
instances to each of the terms, conditions, provisions and limitations contained
in this Agreement, (i) MergerSub will merge with and into AWS by the filing with
the Secretary of the State of Delaware of a Certificate of Merger; (ii) each AWS
Common Share  outstanding at the Effective  Time, by said occurrence and with no
further  action on the part of the  holder  thereof,  shall be  transformed  and
converted into the right to receive,  upon surrender of the certificate for such
AWS Common Share, the Conversion Amount, without interest or any similar payment
thereon or with respect  thereto;  (iii) each share of common stock of MergerSub
outstanding  prior to the Merger will,  by said  occurrence  and with no further
action on the part of the holder thereof,  be transformed and converted into one
share of common stock of the Surviving Corporation, so that thereafter Heartland
will be the sole and  exclusive  owner of  equity  securities  of the  Surviving
Corporation;  (iv) each  warrant or AWS Stock Option to acquire AWS Common Stock
outstanding  at the Effective  Time and not exercised or  terminated,  which are
convertible by their respective terms into the right to receive Heartland Common
Shares upon the consummation of the Merger,  shall be so converted;  and (v) the
Surviving Corporation shall be the owner of all of the business,  assets, rights
and other attributes thereto of, or held by, either AWS or MergerSub.

                   (b)  Conversion Amount. On the Closing Date, each outstanding
AWS Common  Share  shall be  converted  into the right to receive  the number of
Heartland  Common Shares (the  "Conversion  Amount") equal to the sum of (i) the
Initial  Amount and (ii) upon the  expiration of the Escrow Period and after any
adjustments  in  accordance  with  Article 11, the  Contingent  Amount.  As used
herein,  the "Initial  Amount" shall mean the number of Heartland  Common Shares
equal to the  product  of (i) the  Initial  Consideration  divided by the Merger
Consideration,  multiplied by (ii) the  Conversion  Ratio,  and the  "Contingent
Amount" shall mean the number of Heartland Common Shares equal to the product of
(i) the Contingent Consideration divided by the Merger Consideration, multiplied
by (ii) the Conversion  Ratio,  subject to adjustment as provided in Article 11,
as such  amounts  may be  adjusted  for the  rounding  of  fractional  shares as
provided in Section 2.1(i).  As used herein,  the  "Conversion  Ratio" means the
number of Heartland  Common  Shares to be exchanged  for each AWS Common  Share,
which number of Heartland Common Shares is equal to (i) the Merger Consideration
divided by (ii) the product of (A) the total number of Outstanding AWS Shares at
the Effective Time multiplied by (B) the Exchange Price.

                   (c)  Outstanding AWS Shares. As used herein, the "Outstanding
AWS Shares" means (i) the total number of AWS Common Shares  outstanding  at the
Effective Time plus (ii) the aggregate  number of AWS Common Shares,  determined
for each AWS Stock Option or warrant to acquire AWS Common Shares outstanding at
the Effective  Time,  equal to the quotient of (A) the AWS Share Value minus the
exercise price of such option or warrant, divided by (B) the AWS Share Value. As
used herein, the "AWS Share Value" means the Merger Consideration divided by the
aggregate number of AWS Common Shares outstanding at the Effective Time.

                   (d)  Exchange  Price. As used herein, "Exchange  Price" means
(i) if the Closing  Share Price is greater  than or equal to the Minimum  Collar
Price and less than or equal to the Maximum Collar Price, then the Closing Share
Price,  (ii) if the Closing  Share Price is less than the Minimum  Collar Price,
then the Minimum  Collar  Price,  or (iii) if the Closing Share Price is greater
than the Maximum Collar Price,  then the Maximum  Collar Price;  subject to each
party's  respective  right to terminate  this  Agreement as set forth in Section
10.2 or  10.3,  as  applicable,  for the  failure  of the  applicable  condition
precedent to the Merger set forth in Section 8.15 or 9.6, as applicable,  if the
Closing Share Price is either greater than the Maximum Termination Price or less
than the Minimum Termination Price.

                   (e)   Certificate   of   Incorporation   of   the   Surviving
Corporation. The certificate of incorporation of the Surviving Corporation shall
be the  certificate  of  incorporation  of  MergerSub  immediately  prior to the
Effective Time.

                   (f) Bylaws of the  Surviving  Corporation.  The bylaws of the
Surviving  Corporation shall be the bylaws of MergerSub immediately prior to the
Effective Time.

                   (g)  Board  of  Directors   and  Officers  of  the  Surviving
Corporation.  The board of directors and officers of MergerSub immediately prior
to the  Effective  Time shall be the board of directors  and the officers of the
Surviving  Corporation,  respectively,  immediately upon the Effective Time, and
such persons shall serve in such positions for the respective  terms provided by
law or in the bylaws of the  Surviving  Corporation  and until their  respective
successors are elected and qualified.

                   (h)  Heartland to Establish Escrow.  Norwest Bank, N.A. shall
act as exchange agent  hereunder (the  "Exchange  Agent").  In the event Norwest
Bank is unable or  unwilling  to act as the Exchange  Agent,  AWS and  Heartland
shall,  upon  mutual  agreement,  seek to  select a  comparable  party to act as
Exchange  Agent.  Heartland  Common  Shares shall be held by the Exchange  Agent
pursuant to the terms of an Escrow  Agreement  (the "Escrow  Agreement")  in the
form  attached  hereto  as  Exhibit  1.2(h)  hereto.  Immediately  prior  to the
Effective  Time,  Heartland  shall deposit,  or cause to be deposited,  with the
Exchange  Agent,  in trust for the  holders of AWS Common  Shares the  aggregate
Conversion   Amount  issuable   pursuant  to  Section  1.2(i)  in  exchange  for
outstanding AWS Common Shares (the "Exchange Fund").

                   (i)  Exchange  Procedures. As soon as  practicable  after the
Effective  Time,  the Exchange  Agent shall mail to each holder of record of AWS
Common Shares a letter of  transmittal,  which shall specify that delivery shall
be effected,  and risk of loss and title to the  certificates  representing  AWS
Common Shares (the "Certificates")  shall pass, only upon actual delivery of the
Certificates  to the Exchange  Agent and shall contain  instructions  for use in
effecting  the  surrender of the  Certificates  in exchange  for the  Conversion
Amount.  Upon surrender of a Certificate for cancellation to the Exchange Agent,
together  with such letter of  transmittal,  duly  executed,  the holder of such
Certificate  shall receive in exchange  therefor (subject to the rounding of any
fractional  shares as provided in this  Section  1.2(i)) the Initial  Amount and
shall be entitled to receive,  upon the  expiration  of the Escrow  Period,  the
Contingent Amount (as adjusted in accordance with Article 11) for the AWS Common
Shares represented by such Certificate, and the Certificate so surrendered shall
forthwith  be  cancelled.  Until  surrendered  as  contemplated  by this Section
1.2(i),  each  Certificate  shall, at and after the Effective Time, be deemed to
represent  only the right to receive,  upon surrender of such  Certificate,  the
Conversion Amount with respect to each AWS Common Share  represented  thereby in
accordance with the terms of this Agreement, as follows:

                              (i)  Upon  the  Closing  Date,  each  holder  of a
Certificate  shall receive the Initial  Amount  (rounded up to the nearest whole
Heartland Common Share) for the AWS Common Shares  represented by a Certificate;
and

                              (ii) Upon the  expiration of the Escrow Period and
upon the  satisfaction of the conditions set forth in Article 11 (subject to the
adjustments  provided  for  therein),  each  holder  of a  Certificate  shall be
entitled to receive  the  Contingent  Amount,  minus any  fractional  shares not
distributed  pursuant to Subsection  (i) above  ("Holdback  Amount") for the AWS
Common Shares represented by a Certificate, subject to adjustment as provided in
Article 11.

                   (j)  Dividends;   Transfer   Taxes.  No  dividends  or  other
distributions  that are  declared on or after the  Effective  Time on  Heartland
Common Shares or are payable to the holders of record of Heartland Common Shares
on or after the Effective Time will be paid to persons entitled by reason of the
Merger to receive  Heartland  Common Shares until such persons  surrender  their
Certificates, as provided in this Article 1. Subject to the effect of applicable
law, there shall be paid to the record holder of Heartland  Common Shares (i) at
the time of such surrender or as promptly as practicable thereafter,  the amount
of any dividends or other  distributions  theretofore paid with respect to whole
Heartland  Common Shares and having a record date on or after the Effective Time
and a payment date prior to such surrender and (ii) at the  appropriate  payment
date or as promptly as practicable thereafter,  the amount of dividends or other
distributions  payable  with  respect to  Heartland  Common  Shares and having a
record date on or after the Effective  Time but prior to surrender and a payment
date  subsequent to surrender.  In no event shall the person entitled to receive
such dividends or other  distributions  be entitled to receive  interest on such
dividends or other distributions.  If any dividends,  cash in lieu of fractional
shares or  Heartland  Common  Shares are to be paid to or issued in a name other
than  that  in  which  the  Certificate  surrendered  in  exchange  therefor  is
registered,  it shall be a condition of such  exchange that the  Certificate  so
surrendered shall be properly endorsed and otherwise in proper form for transfer
and that the person requesting such exchange shall pay to the Exchange Agent any
transfer or other taxes  required by reason of the issuance of Heartland  Common
Shares in a name other  than that of the  registered  holder of the  Certificate
surrendered or shall  establish to the  satisfaction  of the Exchange Agent that
such tax has been paid or is not applicable.

                   (k)  No  Fractional   Shares.   No   certificates   or  scrip
representing  fractional  Heartland  Common  Shares  shall  be  issued  upon the
surrender for exchange of  Certificates  pursuant to this Article 1, and, except
as provided in this Section  1.2(k),  no dividend or other  distribution,  stock
split or  interest  shall  relate  to any  such  fractional  security,  and such
fractional  interests  shall not  entitle  the owner  thereof  to vote or to any
rights of a security  holder of Heartland.  In lieu of any fractional  security,
each holder of AWS Common  Shares who would  otherwise  have been  entitled to a
fraction of a Heartland Common Share upon surrender of Certificates for exchange
pursuant  to this  Article 1 will be paid an amount in cash  (without  interest)
equal to the value of the  fractional  share based upon the Closing Share Price.
No fractional  interests shall be issued in connection with the  disbursement of
the Initial Amount,  as further provided in Section 1.2(i).  Upon the expiration
of the Escrow Period,  in connection with the  distribution of Heartland  Common
Shares remaining in the Exchange Fund, Heartland shall repurchase any fractional
shares from the Exchange Fund at the Exchange  Price,  and the proceeds  thereof
shall be disbursed to the former  holders of AWS Common  Shares as a part of the
Contingent Amount, in accordance with the Escrow Agreement.

                   (l) Return of Exchange Fund. Any portion of the Exchange Fund
and any dividends or distributions with respect to Heartland Common Shares which
remain  undistributed  to the former  holders of AWS Common Shares for three (3)
months  after  the  expiration  of the  Escrow  Period  shall  be  delivered  to
Heartland, upon demand of Heartland, and any former holders of AWS Common Shares
who have not theretofore complied with this Article 1 shall thereafter look only
to the  Surviving  Corporation  and Heartland for payment of their claim for the
Conversion Amount into which such AWS Common Shares are convertible, any cash in
lieu of fractional  Heartland Common Shares,  and any dividends or distributions
with respect to Heartland Common Shares.

                   (m)  No  Further   Ownership  Rights  in  Common  Stock.  All
Heartland Common Shares issued,  and all cash paid pursuant to this Section 1.2,
upon the surrender  for exchange of  Certificates  in accordance  with the terms
hereof, shall be deemed to have been issued or paid, as the case may be, in full
satisfaction of all rights pertaining to the AWS Common Shares.

                   (n) Closing of AWS Transfer Books. At the Effective Time, the
stock transfer books of AWS shall be closed and no transfer of AWS Common Shares
shall  thereafter  be made.  If,  after the  Effective  Time,  Certificates  are
presented to the Surviving Corporation, they shall be cancelled and exchanged as
provided in this Article 1.

                   (o) Further Assurances.   If at any time after the  Effective
Time the  Surviving  Corporation  shall  consider or be advised  that any deeds,
bills of sale,  assignments  or  assurances  or any  other  acts or  things  are
necessary,  desirable  or proper (i) to vest,  perfect or confirm,  of record or
otherwise, in the Surviving Corporation,  its right, title or interest in, to or
under any of the rights, privileges, powers, franchises, properties or assets of
AWS,  or (ii)  otherwise  to  carry  out the  purposes  of this  Agreement,  the
Surviving  Corporation  and its proper officers and directors or their designees
shall be  authorized  to execute and deliver,  in the name and on behalf of each
such corporation,  all such deeds, bills of sale, assignments and assurances and
do, in the name and on behalf of each of such corporations,  all such other acts
and things necessary, desirable or proper to vest, perfect or confirm its right,
title  or  interest  in,  to or under  any of the  rights,  privileges,  powers,
franchises, properties or assets of such corporations and otherwise to carry out
the purposes of this Agreement.

                   (p)  Dissenters'  Rights.  To the extent that  holders of AWS
Common Shares exercise  dissenters' rights pursuant to applicable  provisions of
the DGCL,  the AWS Common  Shares of such  holders  shall not be  converted to a
right to receive the Conversion Amount, but Heartland Common Shares representing
the Conversion Amount  attributable to such shares shall be held by Escrow Agent
subject to the  provisions  of such law. If any such holder  fails to perfect or
withdraws or loses its dissenter's  rights, such AWS Common Shares shall then be
treated as if they had been  converted as of the Effective  Time into a right to
receive the Conversion Amount (in accordance with Section 1.2(i)).

         1.3 Closing. The Closing of the Merger (the "Closing") shall take place
at 10:00 a.m. on a date (the  "Closing  Date") to be  specified  by the parties,
which shall be no later than the fifth (5th) business day after the satisfaction
or waiver of the  conditions  set forth in  Articles  7, 8 and 9 hereof,  unless
another  date or place is agreed to in writing  by the  parties  hereto,  at the
offices of Arter,  Hadden,  Johnson &  Bromberg,  Dallas,  Texas,  or some other
mutually agreeable location in Dallas, Texas.

         1.4 Escrow Note. Upon the Closing of the Merger,  the aggregate  amount
of all Exclusivity Fees (as defined in Section 6.17)  previously  offset against
the  Escrow  Note (as  defined  in  Section  6.17)  shall  be added  back to the
principal  amount  outstanding  under  the  Escrow  Note and  shall be repaid in
accordance with the terms thereof.

ARTICLE 2.         REPRESENTATIONS AND WARRANTIES OF AWS.

         AWS hereby represents and warrants to Heartland and MergerSub,  that as
of the date hereof, and subject to the provisions of Article 3 and Article 11:

         2.1 Organization;  Good Standing.  AWS is a corporation duly organized,
validly  existing and in good standing  under the laws of the State of Delaware.
AWS is qualified as a foreign  corporation in all  jurisdictions  in which it is
required to qualify as a result of the conduct of its  business or  ownership of
its  properties  and where the failure to be so qualified  would have a Material
Adverse Effect, which jurisdictions are set forth in Schedule 2.1.

         2.2  Subsidiaries.  AWS Holdings,  Inc., a Delaware  corporation  ("AWS
Holdings"),  the Texas joint venture  formed to own and operate a wireless cable
television system in Fort Worth,  Texas ("AWS Fort Worth") and American Wireless
System of Minneapolis,  L.L.C., a Delaware limited  liability  company that owns
and operates a wireless cable television system in Minneapolis,  Minnesota ("AWS
Minneapolis"), are the only Subsidiaries of AWS. Except as set forth on Schedule
2.2, (a) AWS owns directly,  free and clear of liens, all outstanding  shares or
equity interests of AWS Holdings,  and all such shares are validly issued, fully
paid,  non-assessable  and not  subject  to  preemptive  rights,  (b)  AWS  owns
directly,  free and clear of liens, a 20.01% joint venture  interest in AWS Fort
Worth  and (c) AWS owns  directly,  free and clear of  liens,  a 25%  membership
interest in AWS  Minneapolis.  Except as set forth on Schedule 2.2, there are no
outstanding  subscriptions,  options,  warrants,  calls,  conversion or exchange
rights,  commitments or agreements of any character  obligating AWS Minneapolis,
AWS Holdings,  or to the Knowledge of AWS, AWS Fort Worth, to issue,  deliver or
sell additional  shares of its capital stock or equity interests of any class or
any securities  convertible  into or exchangeable  for any such capital stock or
equity  interests,   and  there  are  no  rights  of  first  refusal,   transfer
restrictions  or similar  rights or  obligations  with respect to the  ownership
interests  of AWS in any  Subsidiary.  Except as set forth on Schedule  2.2, AWS
does not own, directly or indirectly, any shares of stock or any other equity or
long-term debt  securities of any corporation or have any equity interest in any
firm, partnership, Joint Venture, association or other Person. Schedule 2.2 sets
forth the record and, to the Knowledge of AWS, the beneficial owners of AWS Fort
Worth,  AWS  Minneapolis,  and the equity owners of any  partnership  or similar
organization (other than AWS) formed to own an equity interest in AWS Fort Worth
or AWS Minneapolis.

         2.3 Capitalization.  The authorized capital stock of AWS as of the date
of this Agreement  consists of 40,000,000 shares of common stock, $.01 par value
per share,  of which  5,709,187  are issued and  outstanding.  Schedule 2.3 sets
forth  as of the  date  of  this  Agreement,  a true  and  correct  list  of all
outstanding  options,  warrants,  calls,  puts,  commitments and other rights to
purchase,  or  securities  or other rights  convertible  or  exchangeable  into,
capital  stock of AWS  indicating  the record and, to the  Knowledge of AWS, the
beneficial owner thereof, the exercise,  conversion or exchange price and period
thereof,  the term and any vesting or other conditions  thereof.  All securities
issued or issuable by AWS have been paid for and  delivered in  accordance  with
the terms of applicable  agreements or instruments,  duly authorized and validly
issued and are fully paid and non-assessable; the holders thereof have no rights
of rescission with respect thereto and are not subject to personal  liability by
reason of being such holders;  none of such  securities were issued in violation
of the  preemptive  rights of any holder of any  security  of AWS or any similar
rights granted by AWS or applicable laws.

         2.4 Authority; Enforceability; Non-Contravention. AWS has the corporate
power and authority to conduct the business and  activities  conducted by it and
to own or lease the assets  owned or leased by it. AWS has the  corporate  power
and authority  (subject to shareholder  approval as set forth in Section 9.1 and
obtaining all required Consents as set forth in Sections 5.2 and 8.3) to execute
and deliver this Agreement and all other  documents  required to be executed and
delivered by AWS hereunder,  to consummate the transactions hereby contemplated,
and to take all  other  actions  required  to be taken  by AWS  pursuant  to the
provisions  hereof.  This  Agreement  and all  other  documents  required  to be
executed  and  delivered  by AWS  hereunder  have  been duly  authorized  by all
corporate action  necessary on the part of AWS (subject to shareholder  approval
as set forth in Section 9.1 and obtaining all required  Consents as set forth in
Sections 5.2 and 8.3) and have been duly or will when  executed and delivered be
duly executed and delivered by AWS and constitute  the legal,  valid and binding
obligations  of AWS,  enforceable  against AWS in  accordance  with their terms.
Except as disclosed in Schedule  2.4,  neither the execution nor the delivery of
this Agreement and all other documents  required to be executed and delivered by
AWS hereunder or the consummation of the transactions hereby contemplated by AWS
(i) conflicts with or constitutes  any violation or breach of the Certificate of
Incorporation  or the Bylaws of AWS; (ii) to the  Knowledge of AWS,  constitutes
any violation or breach of, or gives any other Person any rights  (including any
right  of  acceleration,   termination  or  cancellation)  under,  any  Material
Contract,  License,  Channel Lease,  Governmental  Permit,  or other document or
agreement to which AWS is a party; (iii) to the Knowledge of AWS,  constitutes a
violation of any Order or Legal  Requirement;  or (iv) to the  Knowledge of AWS,
will result in the  creation of any Lien on any of the assets or  properties  of
AWS.

         2.5 Financial Statements.  (a) Schedule 2.5 lists the audited financial
statements  of AWS as of, and for the  period(s)  ending,  December 31, 1992 and
1993 including the balance sheets and related  statements of income and expense,
and unaudited consolidated financial statements of AWS and each Subsidiary as of
and for the year ending December 31, 1994 and the three (3) month periods ending
March 31, 1995 and June 30, 1995 (collectively, the "Financial Statements"). The
Financial  Statements  and all notes  thereto  are  complete  and correct in all
material  respects,  in  accordance  with the books and  records of AWS and each
Subsidiary,  fairly present the financial  position and results of operations of
AWS and each  Subsidiary  as of the date thereof and for the periods  referenced
therein, all in accordance with GAAP, and have been delivered to Heartland.

              (b) Since June 30, 1995,  except as set forth on Schedule 2.5, (i)
AWS, AWS Holdings,  AWS Minneapolis and, to the Knowledge of AWS, AWS Fort Worth
have conducted its or their businesses in the ordinary,  regular course thereof;
(ii) there has been no change in the  financial  condition of AWS, AWS Holdings,
AWS  Minneapolis  nor, to the  Knowledge  of AWS, AWS Fort Worth which has had a
Material  Adverse  Effect,  or any damage,  destruction  or loss, not covered by
insurance, which has had a Material Adverse Effect, or any change in the nature,
or in the condition, of the businesses of AWS, AWS Holdings, AWS Minneapolis or,
to the Knowledge of AWS, AWS Fort Worth which has had a Material Adverse Effect;
or any  event,  condition  or state of facts or any  character  whatsoever,  the
occurrence of which has had a Material  Adverse Effect;  and (iii) except in the
ordinary  and  regular  course  of its or their  businesses,  neither  AWS,  AWS
Holdings,  AWS Minneapolis nor, to the Knowledge of AWS, AWS Fort Worth has made
any dispositions of any of its or their assets; disposed of any records relating
to its or their assets or properties;  borrowed any funds; incurred,  assumed or
become subject to any obligation or liability,  indebtedness for borrowed money,
absolute or contingent;  paid, discharged,  or satisfied any claim, liability or
obligation, absolute, accrued, contingent or otherwise; cancelled any debts owed
to it or them;  waived any claims or rights of value;  granted or  extended  any
power of attorney; or acted as any guarantor.

              (c)  Neither  AWS,  AWS  Holdings,  AWS  Minneapolis  nor,  to the
Knowledge  of AWS,  AWS  Fort  Worth  has any  Liabilities  (including,  without
limitation, any Liabilities arising from the Pittsburgh Sale Agreements), except
as described or provided for in the Financial  Statements or otherwise set forth
on Schedule  2.5 which  individually  or in the  aggregate  would  constitute  a
Material Adverse Effect. There has been no capital stock of AWS repurchased, any
dividend  declared or paid or any distribution  made by AWS with respect to such
capital stock, since June 30, 1995.

         2.6  Taxes.

              (a) All federal, state, county, local and foreign taxes, including
without limitation,  income, excise, payroll,  sales, use, unemployment,  social
security,  occupation,  franchise,  property, and other taxes, duties or charges
(collectively,  "Taxes") levied, assessed, or imposed upon AWS or any Subsidiary
or its or their businesses,  assets or properties as of such date have been duly
and fully paid or have been adequately  provided for on the Balance Sheet of AWS
or any Subsidiary as of June 30, 1995. In addition,  all filings,  returns,  and
reports  with  respect  to Taxes  required  by any  foreign or  domestic  law or
regulation  to be filed by AWS or any  Subsidiary on or prior to the date hereof
have been duly and  timely  filed.  There are no  agreements,  waivers  or other
arrangements  (oral or written) providing for extensions of time with respect to
the assessment or collection of unpaid Taxes, nor are there any actions,  suits,
proceedings,   inquiries,  investigations  or  claims  of  any  nature  or  kind
whatsoever now pending or, to the Knowledge of AWS,  threatened,  against AWS or
any Subsidiary  with respect to any such returns or reports,  or any such Taxes,
or any matters under discussion with any federal,  state, county, local or other
authority relating to Taxes.

              (b) Except as  otherwise  disclosed  on Schedule  2.6, (i) AWS and
each  Subsidiary  has made all payments of estimated  Taxes  required to be made
under Section 6655 of the Code and any  comparable  provisions of state,  local,
federal or other law;  (ii) all  amounts of any  Taxes,  including  payroll  and
federal  excise  taxes,  that are required to be collected or withheld by AWS or
any Subsidiary have been duly collected or withheld, and have been duly remitted
or deposited in accordance with law; (iii) no power of attorney has been granted
by AWS or any  Subsidiary  that is currently in force with respect to any matter
relating to Taxes;  (iv) none of AWS nor any Subsidiary has any deferred gain or
loss (A) arising from deferred inter-company transactions, within the meaning of
Treas. Regs. Section 1.1502-13 or any successor regulations, or (B) with respect
to the stock or obligations  of any member of the affiliated  group of which AWS
is the common parent, as described in Treas.  Regs.  Section  1.1502-14;  (v) no
taxes  relating  to periods  ending  before  December  31,  1994 were paid by or
charged  to any  Subsidiary  on or after  such date;  (vi)  neither  AWS nor any
Subsidiary is required to include in income any  adjustment  pursuant to Section
481(a) of the Code (or any similar provision of law or regulations) by reason of
a change in  accounting  method,  nor is the IRS or any other  taxing  authority
considering  any such change in  accounting  method;  (vii)  neither AWS nor any
Subsidiary  has  disposed  of any  property  which  has been  accounted  for Tax
purposes under the  installment  method;  (viii) other than AWS Fort Worth,  AWS
Minneapolis,  and the Joint Venture owning the wireless cable television  system
in Pittsburgh, Pennsylvania, neither AWS nor any Subsidiary owns any interest in
any entity  which is  characterized  as a  partnership  for  federal  income tax
purposes;  (ix) neither AWS nor any Subsidiary  would be liable for any increase
in Tax under  Section 47 of the Code,  were such entity to dispose of all of its
assets on the Closing  Date;  (x) neither AWS nor any  Subsidiary  will have any
"non-recaptured  net Section 1231 losses," within the meaning of Section 1231(c)
of the Code on the Closing Date;  (xi) no election under Section  1504(d) of the
Code has been made with respect to any  Subsidiary;  (xii) no claim or assertion
has  been  made  against  AWS or any  Subsidiary  by any  tax  authority  in any
jurisdiction  in which no tax return  has been  filed by AWS or said  Subsidiary
that it may be subject to Tax in that  jurisdiction  or otherwise is required to
file a tax return.

              (c) AWS has a regular tax  operating  loss  carryforward  from its
last filed federal  corporate income tax return for the year ending February 28,
1994, in the amount of $2,447,845.  The March 1, 1994 through December 31, 1994,
tax return has not yet been prepared, but AWS has estimated a net operating loss
for that year of 4.8 million  dollars leaving a total net operating loss through
December 31, 1994, of approximately  $7,250,000.  AWS represents that it has not
undergone  a Section  382  ownership  change  which  would  limit the ability to
utilize these losses.

         2.7  Property.

              (a) Schedule  2.7(a) lists and describes,  as of the date thereof,
all of the Equipment,  except small hand tools,  office  equipment and supplies,
and similar equipment which are generally described by category and number.

              (b) Schedule 2.7(b) lists all Facilities, designating whether such
Facility   is   owned   or   leased,    including    whether    there   is   any
construction-in-progress of any towers, fixtures,
vaults or pedestals attributable to any Site.

              (c) AWS and each  Subsidiary  own and hold  good  title,  free and
clear of any Liens, to all of the Equipment and Facilities,  except as set forth
on Schedule 2.7(c) or 2.9, and all of such Equipment and Facilities necessary to
the conduct of the business of AWS and each  Subsidiary at their present  levels
of  operation  is in  serviceable  condition;  conforms to or complies  with all
applicable Orders and Legal Requirements,  the violation of which has not had or
would not have a Material  Adverse Effect;  and constitutes all of the Equipment
and Facilities that are used, usable,  held for use in or in conjunction with or
otherwise  associated with,  required or necessary to the business operations of
AWS and each Subsidiary.

         2.8  Receivables.  All accounts  receivable of AWS and each  Subsidiary
reflected in the Balance Sheet of AWS or each Subsidiary,  as applicable,  as of
June 30,  1995,  represent  valid  obligations  arising  from  sales made in the
ordinary and regular course of the Business.  The accounts receivable  reflected
in the Balance Sheet of AWS or each  Subsidiary,  as applicable,  as of June 30,
1995, are net of reserves  therefor,  valid  receivables that have arisen in the
ordinary  course  of the  operations  of AWS and  each  Subsidiary  and,  to the
Knowledge of AWS, are net of reserves  therefor,  collectible and not subject to
setoff or counterclaim, nor to any agreement to reduce or discount.

         2.9  Contracts.

              (a) Except as set forth elsewhere on Schedules 2.10, 2.11, 2.26 or
2.31, Schedule 2.9 sets forth a complete and correct list of the following types
of contracts to which AWS or any  Subsidiary is a party and which as of the date
hereof are  executory  in nature or under  which AWS or any  Subsidiary  has any
obligation to pay, or right to receive, money; provided that the contracts to be
disclosed  pursuant to  subsections  (xiii) or (xiv) below shall  include all of
such  contracts  to which  AWS or any  Subsidiary  is or has  ever  been a party
(collectively, the "Material Contracts"):

                   (i) all contracts of a character  required to be described in
AWS's Annual  Report on Form 10-KSB for the fiscal year ended  December 31, 1994
or Quarterly Report Form 10-Q for the fiscal quarter ended June 30, 1995;

                   (ii) all Channel Leases;

                   (iii)  all  contracts  or  agreements  of any  kind  with any
director, executive officer or other officer of AWS or any Subsidiary;

                   (iv) any loan agreements, lease agreements, notes, mortgages,
indentures,  guarantees,  security  agreements,  letters  of  credit,  financing
documents or other  agreements  for the  borrowing or lending of money by AWS or
any Subsidiary in excess of $25,000;

                   (v)  all  agreements  relating  to  the  acquisition  of  any
Subsidiary;

                   (vi) all Joint Venture agreements;

                   (vii) all agreements  involving an aggregate amount in excess
of $50,000 to provide goods or perform  services or for the payment for goods or
services;

                   (viii)  any   commitment   or   agreement   for  any  capital
expenditure or leasehold improvement in excess of $25,000;

                   (ix)  any  agreement,  contract  or  commitment  limiting  or
restraining AWS or any Subsidiary from engaging or competing in any manner or in
any business;

                   (x) all programming agreements;

                   (xi)  all   agreements   with   respect  to   resolution   of
interference issues;

                   (xii)  all  collective  bargaining   agreements,   employment
agreements, consulting agreements and severance agreements;

                   (xiii)  all  agreements  for the offer or sale of  securities
whether  outstanding  on the date hereof or to which AWS or any  Subsidiary  has
been a party in the past;

                   (xiv) all  agreements  with  investment  bankers  or  brokers
whether  outstanding  on the date hereof or to which AWS or any  Subsidiary  has
been a party in the past;

                   (xv) all agreements  under which either AWS or any Subsidiary
is entitled to  indemnification  and under which the potential claims subject to
indemnification could reasonably be expected to exceed $25,000;

                   (xvi) all agreements to which either AWS or any Subsidiary is
a party and  involving  an  aggregate  amount in excess of $10,000  under  which
either AWS or any  Subsidiary  or the other party to the  agreement  has, or has
been alleged to have,  breached,  failed to perform under or otherwise failed to
comply with the terms of, such agreement;

                   (xvii) any agreement with any Governmental Authority;

                   (xviii) any material  agreement,  contract or commitment  not
made in the ordinary course of business; and

                   (xix) any agreement or other  arrangement  with any Affiliate
of AWS, or any  Subsidiary  or, to the  Knowledge of AWS, any former  officer or
director of AWS (such agreements or arrangements shall be separately  identified
or  described  in  such  other  Schedules  or  in  Schedule  2.9  as  "Affiliate
Agreements").

              (b) True and correct  copies of all the  Material  Contracts  have
been  delivered to  Heartland  by or on behalf of AWS. To the  Knowledge of AWS,
each of the Material  Contracts is valid and  enforceable in accordance with its
terms. To the Knowledge of AWS,  neither AWS nor any Subsidiary is in default in
the performance,  observance or fulfillment of any material obligation, covenant
or condition contained therein,  and no event has occurred which with or without
the giving of notice or lapse of time, or both,  would constitute such a default
thereunder.

         2.10  FCC Matters.

              (a)  Schedule  2.10(a) is a true and  correct  list of all Channel
Leases.  Except as set forth on Schedule  2.10(a),  (i) AWS and each  Subsidiary
have performed in all material respects all obligations required to be performed
by it under  each of the  Channel  Leases;  (ii) all of the  Channel  Leases are
legal, valid and binding obligations enforceable against them in accordance with
their respective  terms and in full force and effect,  and there are no defaults
(or to the Knowledge of AWS events which,  with notice or lapse of time or both,
would  constitute  a  default)  by AWS or any  other  party to any such  Channel
Leases;  (iii) Channel Leases set forth in the name of Persons other than AWS or
a Subsidiary,  as lessee,  are identified on Schedule 2.10(a) and have been duly
and validly  assigned with all  requisite  consents and approvals of all parties
thereto to AWS or a Subsidiary, and remain in full force and effect as if AWS or
a Subsidiary were the initial "lessee" thereunder; (iv) to the Knowledge of AWS,
no default  or  termination  has been  threatened  in  writing  under any of the
Channel  Leases by any party  thereto;  and (v) the Channel Leases comply in all
respects with the Act and the FCC Rules, and each of the Channel Leases, and all
amendments thereto, have been filed with and approved by the FCC.

              (b) Listed in  Schedule  2.10(b) are all of the  Licenses  and FCC
Permits  held or leased by AWS or any  Subsidiary.  All Licenses and FCC Permits
are in the name of the  Person set forth in  Schedule  2.10(b).  All  reports or
other  documents  required  to be  filed  by AWS or  any  Subsidiary  and to the
Knowledge of AWS, any third party,  with respect to any such  Licenses have been
filed. The Licenses and the FCC Permits listed on Schedule  2.10(b),  constitute
all  of  the  Authorizations   held  or  leased  by  AWS  and  are  all  of  the
Authorizations  used,  useable,  held  for  use  in or in  conjunction  with  or
otherwise  associated  with,  required or necessary  for AWS and  Subsidiary  to
lawfully  conduct its and their  business  operations.  To the Knowledge of AWS,
each of the Licenses and the FCC Permits, except as otherwise expressly noted on
Schedule 2.10(b),  (i) is currently and validly held by the Person identified as
the holder thereof on Schedule 2.10(b); (ii) authorizes said holder to construct
and operate a facility transmitting video and audio programming on the Channels;
(iii) was validly issued; (iv) is validly existing and in full force and effect;
and (v) is not  subject  to any  conditions  other than such  conditions  as are
generally  applicable to licenses and permits  issued by the FCC with respect to
ITFS,  MDS or MMDS  Channels.  To the Knowledge of AWS, there are no existing or
threatened  investigations,  inquiries  or  proceedings  by or before the FCC or
other Governmental  Entity which, if adversely  determined,  would result in the
revocation,   cancellation,   suspension,   forfeiture   or   material   adverse
modification of any Application or Material Authorization.

              (c) Schedule 2.10(c) indicates all Applications and all amendments
or other filings thereto. To the Knowledge of AWS, the information  contained in
each Application is true and correct in all material  respects,  and each Person
which is a signatory to an  Application  is  authorized  under FCC rules to file
such Application.

              (d) Except as otherwise  expressly noted on Schedule 2.10(d),  AWS
and each  Subsidiary and, to the Knowledge of AWS, the FCC Licensees and the FCC
Permittees  have each  submitted to the FCC, the FAA and all other  Governmental
Authorities  all  notices,  reports and other  documents  which have been or are
required by the Act, the FCC Rules, the FAA Rules and other Legal  Requirements,
the Licenses and the FCC Permits except where the failure to do so would not (i)
have a Material Adverse Effect; or (ii) hinder the ability of AWS and Subsidiary
to fully perform its and their material obligations under this Agreement. Except
as otherwise  expressly noted on Schedule  2.10(d),  to the Knowledge of AWS, no
petitions  to deny or  informal  objections  have been filed  against any of the
amendments  listed  on  Schedule  2.10(c).  True  and  accurate  copies  of  all
amendments,  notices,  reports  and  other  documents  filed by AWS and,  to the
Knowledge of AWS, the FCC Licensees and the FCC  Permittees  with respect to the
Licenses and the FCC Permits,  with the FCC, the FAA, the  copyright  office and
other governmental authorities have been either delivered to Heartland by AWS or
otherwise identified by AWS and made available for Heartland's review.

         2.11 Insurance. Schedule 2.11 is a certificate of insurance which lists
all insurance policies held by AWS and which are in full force and effect.

         2.12  Litigation.  Except as set forth on  Schedule  2.12,  there is no
Proceeding,  in each case  domestic or foreign,  pending or, to the Knowledge of
AWS,  threatened  against, or involving the properties or business of AWS or any
Subsidiary which (a) questions the validity of the issuance of the capital stock
or equity interests of AWS or any Subsidiary, this Agreement or any action taken
or to be taken by AWS pursuant to or in connection with this  Agreement;  (b) is
required to be, and has not been so,  disclosed  in the filings  with the SEC by
AWS (and such  proceedings  are as  summarized  in such SEC  Filings  accurately
summarized  in all material  respects);  (c)  materially  adversely  affects the
Channel Leases or FCC Licenses or the operation of the Channels and transmission
facilities  relating  thereto  and the  Wireless  Cable  Business;  or (d) would
otherwise have a Material Adverse Effect.

         2.13  Registration  Rights.  Except as set forth on Schedule  2.13,  no
Person has rights to the  registration  of any  securities of AWS, AWS Holdings,
AWS Minneapolis or, to the Knowledge of AWS, AWS Fort Worth.

         2.14  Key-Person  Insurance.  Neither  AWS nor any  Subsidiary  has any
key-person  insurance on the life of any  officer,  director or employee of AWS,
AWS Holdings, AWS Minneapolis or, to the Knowledge of AWS, AWS Fort Worth.

         2.15 Certain  Activities and Services.  Except as set forth on Schedule
2.15,  neither AWS, AWS Holdings,  AWS Minneapolis nor, to the Knowledge of AWS,
AWS Fort Worth engages in any business other than the Wireless Cable Business.

         2.16 Governmental Permits. AWS and each Subsidiary own, hold or possess
all  Governmental  Permits  which are  necessary  to entitle it to own or lease,
operate  and use its  assets  and to  carry on and  conduct  their  business  as
currently conducted, except with respect to Applications for which Licenses have
not been granted, if any.

         2.17  Compliance  With  Laws.  To the  Knowledge  of  AWS,  except  for
violations  that  would  not  have a  Material  Adverse  Effect,  AWS  and  each
Subsidiary have complied in all respects with all applicable Legal  Requirements
and Orders of any Governmental  Authority having jurisdiction over it or them or
its or their  operations,  including,  but not limited to, all FCC Rules and any
laws  (including  Environmental  Laws),  rules  or  regulations  regulating,  if
applicable,  zoning,  fair and equal  employment  practices,  the  safety of the
workplace, the discharge of materials into the Environment or otherwise relating
to   the   protection   of  the   Environment,   antitrust,   anti-monopoly   or
anti-competitive activities, wages, hours, collective bargaining and the payment
of withholding and social security taxes.  Except as set forth on Schedule 2.17,
there are no Orders outstanding and in effect against AWS or any Subsidiary, its
or their assets,  the  transactions  contemplated by this Agreement,  or, to the
Knowledge of AWS, any of the parties to Channel Leases, other than Orders issued
with respect to the wireless cable  industry  generally and in the normal course
of  regulation,  which  would,  individually  or in the  aggregate:  (i)  have a
Material  Adverse Effect,  or (ii) hinder in any material respect the ability of
AWS or any Subsidiary to fully perform its or their material  obligations  under
this  Agreement.  Except as set forth in Schedule 2.17, AWS has not received any
notice  (written or otherwise)  from any Person to the effect that, or otherwise
been  advised  that,  AWS  or any  Subsidiary  is not  in  compliance  with  any
applicable law, ordinance,  regulation, building or zoning law, and AWS and each
Subsidiary  have no Knowledge that any presently  existing  circumstances  would
result in a violation of any such law,  statute,  ordinance or  regulation,  the
non-compliance with which would have a Material Adverse Effect.

         2.18  Environmental  Matters.  Except as disclosed on Schedule 2.18, to
the Knowledge of AWS:

              (a) Neither AWS nor any Subsidiary, nor any predecessor thereof or
anyone else, has Managed or Released any Hazardous  Substances at, on, in, to or
from any  property  or  business  now or  previously  owned,  operated,  leased,
controlled,  used,  occupied  or  conducted  by AWS or  any  Subsidiary,  or any
predecessor thereof in quantities or concentrations which violate any applicable
Environmental Law such as to have a Material Adverse Effect.

              (b) Neither AWS nor any  Subsidiary  has  received any request for
information,  notice of claims,  demand or  notification  that it is or may be a
potentially  responsible  party with respect to any investigation or clean-up of
any   threatened  or  actual  release  of  any  Hazardous   Substance,   and  no
environmental  inspections,  audits,  tests, reviews or other analysis are being
conducted in relation to any property now or previously owned, operated, leased,
controlled, used, occupied or conducted by AWS or any Subsidiary.

              (c) No written notification of a Release or threat of Release of a
Hazardous  Substance has been filed by or on behalf of AWS or any  Subsidiary in
relation to any property or business now or previously owned, operated,  leased,
controlled, used, occupied or conducted by AWS or any Subsidiary.

              (d) There are no facts or  circumstances  related to environmental
matters concerning its properties or business now or previously owned, operated,
leased,  controlled,  used, occupied, or conducted by AWS or any Subsidiary,  or
any  predecessor  thereof,  that would  reasonably  be  expected  to lead to any
material future environmental  claims,  liabilities or responsibilities  against
Heartland or against AWS or any Subsidiary, or any predecessor thereof.

         2.19 Intellectual Property. To the Knowledge of AWS, Schedule 2.19 is a
true and correct list of all  Intellectual  Property owned or used by AWS or any
Subsidiary.  To the  Knowledge  of AWS,  no person has any right to receive  any
royalty or similar payment arising from the Intellectual Property. Except as set
forth on Schedule 2.19, AWS owns each of said properties; has not granted to any
other Person any interest in any of said  properties,  as licensee or otherwise;
and has filed all  certificates,  affidavits and other documents,  and taken all
other actions,  necessary to retain its title to said properties and to keep the
same in effect.  To the Knowledge of AWS, none of said properties is invalid and
none infringes upon the personal or property rights of any third party.

         2.20  Liens.  Except  as set  forth  on  Schedule  2.20,  AWS and  each
Subsidiary have good title to all of its and their assets, free and clear of all
Liens, except for the lien, if any, of current Taxes not yet due and payable and
except for those assets disposed of in the ordinary course of business.

         2.21 Regulatory Compliance.  Except as otherwise expressly noted on the
Schedules  attached hereto,  to the Knowledge of AWS, AWS, each Subsidiary,  the
Licensees and the FCC Permittees,  are in material  compliance  with, and not in
default  under or in violation  of, the Act, the FCC Rules,  the FAA Rules,  the
Copyright Act, the Copyright Rules, and other Legal  Requirements  applicable to
the  Licenses  or FCC  Permits.  Except  as  otherwise  expressly  noted  on the
Schedules  attached  hereto,  to the  Knowledge  of  AWS,  neither  AWS  nor any
Subsidiary  has  received any notice of  noncompliance  with,  default  under or
violation  of the Act,  the FCC Rules,  the FAA Rules,  the  Copyright  Act, the
Copyright Rules,  other Legal  Requirements  and the applicable  Licenses or FCC
Permits.  Except as set forth in  Schedule  2.21,  to the  Knowledge  of AWS, no
condition  exists or event has occurred  with respect to AWS or any  Subsidiary,
the Licensees, the FCC Permittees,  or any of the Licenses or FCC Permits which,
in  itself or with  giving  of  notice  or the lapse of time or both,  would (i)
constitute or result in a violation of the Act, any FCC Rule,  any FAA Rule, the
Copyright  Act or the  Copyright  Rules;  (ii)  constitute  a default in the due
performance  and  observation  of any term,  covenant or condition of any of the
Licenses or FCC Permits, (iii) result in a forfeiture,  the denial, dismissal or
rejection  of  any  of  the  Schedule  2.10(c)  or  2.10(d)  amendments,  or the
suspension,  termination,  revocation,  material  impairment,  material  adverse
modification  or  non-renewal  of any License or FCC Permit,  or (iv)  adversely
affect any of the material rights of AWS or any Subsidiary,  any FCC Licensee or
FCC Permittee under any of the Licenses or FCC Permits.

         2.22  Interference.  To the  Knowledge  of AWS,  except as set forth in
Schedule 2.22,  neither AWS or any Subsidiary,  nor any other party to a Channel
Lease Agreement,  has accepted the electrical  interference to the channels from
any source, has consented to the grant of any application  involved with the FCC
that demonstrates any electrical  interference to the Channels, or has failed to
timely  petition  to  deny  any  application  that  proposes   facilities  which
demonstrate that they would cause objectionable  electrical  interference to the
Channels.  To the  Knowledge  of AWS,  except as  otherwise  expressly  noted on
Schedule 2.22, neither AWS, any Subsidiary, any FCC Licensee, any FCC Permittee,
nor any other party to a Channel Lease Agreement,  will experience  interference
which will  materially and adversely  impact  operation of the Facilities it has
constructed  and/or  operated,  or is  constructing  once  such  Facilities  are
constructed and operated,  or will create interference which will materially and
adversely impact the operation of other facilities  licensed by the FCC to other
Persons;  for purposes of this  Section  2.22,  interference  shall be deemed to
exist if within  an FCC  Licensee's  protected  service  area,  the ratio of the
desired signal to the undesired  signal,  at the antenna input  terminals of the
affected receiver, is less than 45 dB.

         2.23 Employee Plans. To the Knowledge of AWS:

              (a)  Schedule  2.23 sets  forth a true and  complete  list of each
"employee  benefit  plan," as such term is defined in section 3(3) of the ERISA,
whether  or not  subject  to  ERISA,  and  each  bonus,  incentive  or  deferred
compensation,  severance,  termination,  retention,  change  of  control,  stock
option, stock appreciation, stock purchase, phantom stock or other equity-based,
performance or other employee or retiree benefit or compensation plan,  program,
arrangement,  agreement, policy or understanding,  whether written or unwritten,
that provides or may provide benefits or compensation in respect of any employee
or former employee of AWS or any Subsidiary or the  beneficiaries  or dependents
of any such  employee or former  employee  (such  employees,  former  employees,
beneficiaries and dependents  collectively,  the "Employees") or under which any
Employee is or may become  eligible to  participate or derive a benefit and that
is or  has  been  maintained  or  established  by  AWS  or to  which  AWS or any
Subsidiary  contributes or is or has been obligated or required to contribute or
with respect to which AWS or any Subsidiary may have any liability or obligation
(collectively,  the  "Plans").  AWS has not  communicated  to any  Employee  any
intention or  commitment  to modify any Plan or to  establish  or implement  any
other employee or retiree benefit or compensation arrangement.

              (b) All Plans  conform  (and at all times  within  the five  years
preceding the date hereof have  conformed) in all material  respects to, and are
being  administered  and  operated  (and have at all times within the five years
preceding the date hereof been administered and operated) in material compliance
with, the  requirements of ERISA,  the Code and all other  applicable  laws. All
returns,  reports and disclosure  statements required to be made under ERISA and
the Code with  respect to all Plans have been timely filed or  delivered.  There
have not been any "prohibited  transactions," as such term is defined in Section
4975 of the Code or Section 406 of ERISA involving any of the Plans,  that could
subject AWS or any  Subsidiary  to any penalty or tax imposed  under the Code or
ERISA.  Neither AWS nor any  Subsidiary  maintains  or has  maintained  any Plan
qualified  under  Section  401(a) of the Code and exempt from tax under  Section
501(a) of the Code.  Neither AWS nor any  Subsidiary  has any announced  plan or
legally binding  commitment to create any Plans or to materially amend or modify
any existing Plan.

              (c)  There  are  no  pending  or  threatened  claims  asserted  or
instituted against (i) any Plans or its assets,  (ii) any fiduciary with respect
to  any  such  Plan  or  (iii)  AWS or any  Subsidiary  or any of its  officers,
directors or employees  under ERISA or any other  applicable  laws and rules and
regulations  promulgated  thereunder,  or claiming  benefit  payments other than
those made in the ordinary  operation of such plans,  nor is there any basis for
such  claim.  To the  Knowledge  of AWS,  the Plans are not the  subject  of any
investigation,  audit or action by any governmental agency,  including,  but not
limited to, the IRS, the Department of Labor, the Equal  Employment  Opportunity
Commission or the Pension Benefit Guaranty Corporation ("PBGC").

         2.24 Finder's Fees. Except as set forth on Schedule 2.24,  neither AWS,
AWS Holdings,  AWS Minneapolis  nor, to the Knowledge of AWS, AWS Fort Worth has
taken any action which would impose upon  Heartland any  obligation or liability
to any person  for  finder's  fees,  agent's  commissions  or like  payments  in
connection with the execution and delivery of this Agreement or the consummation
of the transactions contemplated hereby.

         2.25 Copyright Act.  Except as set forth in Schedule 2.25, AWS and each
Subsidiary have submitted all requisite  notices (if any are required) under the
Copyright  Act of 1976,  as  amended  (together  with all rules and  regulations
thereunder,  the "Copyright Act"), for the carriage of all broadcast stations as
currently carried over any of the Wireless Cable Television  Systems.  Except as
set  forth  in  Schedule  2.25,  AWS and each  Subsidiary  have  filed  with the
Copyright Office all required  documents,  instruments and statements of account
and has  remitted  payments of all  required  royalty  fees with  respect to the
compulsory  licenses  provided for in Section 111 of the  Copyright  Act for the
carriage of broadcast  signals in connection with the Wireless Cable  Television
Systems. Except as set forth in Schedule 2.25, neither AWS nor any Subsidiary is
liable to any Person for  copyright  infringement  under the  Copyright Act as a
result of its business  operations.  Except as set forth in Schedule 2.25, there
have been no inquiries  received from the Copyright Office, or, any other party,
which  questioned such statements of account or any copyright  royalty  payments
made by AWS or any  Subsidiary  with  respect to the Wireless  Cable  Television
Systems,  and no claim,  action  or demand  for  copyright  infringement  or for
non-payment  of  royalties is pending or, to the  Knowledge  of AWS,  threatened
against AWS or any  Subsidiary  with  respect to the Wireless  Cable  Television
Systems.

         2.26  Programming  Agreements.  Schedule  2.26  sets  forth a true  and
correct  list  of all  agreements  for  programming  and  for  each  programming
agreement (i) the name of the programmer;  (ii) the programming  service;  (iii)
the rate,  and all factors that affect rate changes  through the end of the term
of such  agreement;  (iv) the term  and any  rights  for  early  termination  or
extensions of the term of any party thereof; (v) any renegotiation  rights; (vi)
the relevant channels and geographic market;  and (vii) any provisions  relating
to advertising. Neither AWS, AWS Holdings, AWS Minneapolis nor, to the Knowledge
of  AWS,  AWS  Fort  Worth  is a  party  to any  agreements  providing  for  the
retransmission of any broadcast signals.

         2.27 SEC Filings. AWS has previously delivered to Heartland the AWS SEC
Filings.  Except as set froth in Schedule  2.27,  each AWS SEC Filing was timely
filed with the SEC and does not contain a misstatement  of a material fact or an
omission of a material fact  required to be stated  therein or necessary to make
the  statements  therein not  misleading as of the time such document was filed.
Except as set forth in  Schedule  2.27,  no other  document  or report  has been
required to be filed by AWS with the SEC which has not been filed,  and no event
or transaction  has occurred  prior to the date hereof,  which will hereafter be
required to be disclosed by AWS in a Form 10-Q, Form 8-K or similar filing.

         2.28 Directors, Officers and Employees. Schedule 2.28 sets forth a list
of all  directors  and officers of AWS and AWS Holdings and managers of AWS Fort
Worth and AWS  Minneapolis.  Except as set forth on Schedule 2.28,  neither AWS,
AWS Holdings,  AWS Minneapolis  nor, to the Knowledge of AWS, AWS Fort Worth has
any outstanding loans or extension of credit to, or any contracts, agreements or
understandings  with,  any  executive  officer  or  director  or member of their
immediate  family or any  person  with  which  any such  person  has a  material
relationship.  Schedule 2.28 sets forth a list of (a) the names and positions of
each employee of AWS, AWS  Holdings,  AWS  Minneapolis  and, to the Knowledge of
AWS, AWS Fort Worth who was paid an aggregate  compensation  for the fiscal year
ended December 31, 1994 in excess of $50,000,  together with the amount thereof;
and (b) any  agreement  or  arrangement  with any  current or former  employees,
officers or directors of such parties that would  entitle such person to receive
any  compensation  or other payment upon or arising from (i) the  termination of
such  person's  services  as an  employee,  officer  or  director,  or (ii)  the
consummation  of the Merger,  together with the amount  thereof (such  aggregate
amount,  other than the amount  payable to Steven G.  Johnson,  is  referred  to
herein as "Severance  Obligations").  AWS has made available to Heartland a true
and correct copy of the current  payroll  which lists all  employees of AWS, AWS
Holdings,  AWS  Minneapolis  and,  to the  Knowledge  of AWS,  AWS Fort Worth by
category of employment and salary.

         2.29 Bank  Accounts,  etc.  Schedule  2.29 sets forth a list of all (i)
bank accounts of AWS, AWS  Holdings,  AWS  Minneapolis  and, to the Knowledge of
AWS, AWS Fort Worth and the persons  authorized to draw thereon and the balances
thereof as of the date of this  Agreement;  (ii) safe deposit  boxes of AWS, AWS
Holdings,  AWS Minneapolis  and, to the Knowledge of AWS, AWS Fort Worth and the
persons who have access  thereto;  and (iii) powers of attorney for tax purposes
or otherwise and a summary of the terms thereof.

         2.30 Certain Claims.  With respect to the Potential  Claims (as defined
in Section 6.13),  AWS has previously  delivered to Heartland a claim  inventory
for each  Potential  Claim that  contains  copies of all written  correspondence
between AWS and the  potential  claimant,  and  summaries of all  material  oral
correspondence  between  such  parties.  Each such claim  inventory  is true and
correct in all material respects.

         2.31 Site Leases and Site Options.  Schedule 2.31 sets forth a true and
correct list of each Site Lease and Site Option which AWS or any Subsidiary is a
party or is otherwise bound.  Each Site Lease and Site Option allows for the use
and  operation  on the leased  property  of  transmitters,  antenna  structures,
antennas and other associated facilities, and permits the transmissions from the
property of signals containing video and audio programming.

         2.32  Subscribers.  Schedule 2.32 sets forth a true and correct list of
the number of subscribers for each Wireless Cable Television System.

         2.33  Further  Representation.  No  representation  or  warranty of AWS
contained in this Agreement contains any untrue statement of, or omits to state,
a material fact necessary in order to make the statements made herein,  in light
of the circumstances under which they are made, not misleading. To the Knowledge
of AWS, all books,  statements,  documents,  schedules and records  furnished or
given by it to Heartland or  Heartland's  agents  during the  negotiation  of or
preparatory  to the  execution  of this  Agreement  or the  consummation  of the
transactions contemplated hereby, are true, complete and genuine (and contain no
misstatements or omissions of material facts).

               ARTICLE 3. SCOPE OF AWS REPRESENTATIONS AND WARRANTIES.

         3.1  Minneapolis  and Fort  Worth  Markets.  AWS owns a 25%  membership
interest in AWS  Minneapolis  and a 20.01%  venture  interest in AWS Fort Worth,
which entities were formed to own and operate wireless cable television  systems
in Minneapolis,  Minnesota  ("Minneapolis  System") and Fort Worth, Texas ("Fort
Worth  System"),  and each of which are a Subsidiary of AWS for purposes of this
Agreement.  AWS is presently  acting as the manager of the Fort Worth System and
AWS  Minneapolis but has no right to remain in the position of manager of either
the Fort Worth System and AWS  Minneapolis  should AWS's Joint Venture  partners
terminate AWS as manager.  AWS shall use reasonable  efforts to assist Heartland
in  acquiring  the  interest of third  parties in AWS  Minneapolis  and AWS Fort
Worth.  All  representations,  warranties  and  covenants  regarding AWS and its
Subsidiaries   contained   herein  shall,   to  the  extent   provided  in  such
representation,   warranty  or  covenant,   include,  without  limitation,   AWS
Minneapolis   and  AWS  Fort  Worth;   provided   that   Heartland's   right  to
indemnification  as  provided  in  Article 11 and in the  Escrow  Agreement  for
breaches of representations, warranties and covenants by AWS with respect to the
Fort  Worth  System or  Minneapolis  System  shall be  reduced  to  reflect  the
percentage  ownership  interest  of AWS in AWS Fort  Worth  or AWS  Minneapolis,
meaning that the  liability of AWS for any Damages  arising  therefrom  shall be
proportionately   reduced;   provided  further  that  all   representations  and
warranties  regarding the Fort Worth System shall be limited to the Knowledge of
AWS. In the event AWS is  terminated  as the manager of either AWS Fort Worth or
AWS  Minneapolis  after the date hereof but prior to the Closing Date,  then the
representations   and   warranties   contained   herein  with  respect  to  such
Subsidiaries  shall be true and  correct  as of the date  hereof and the date of
such  termination,  AWS shall be in compliance  with all covenants  contained in
Article 5 and to the extent applicable  Article 6 regarding such Subsidiaries as
of such  termination  date,  and AWS shall  have no  liabilities  hereunder  for
breaches  of either  (a) the  representations  and  warranties  made by AWS with
respect to such Subsidiary  arising from changes in conditions or  circumstances
occurring  after the date of  termination,  or (b) the  failure to  perform  any
covenants  regarding such  Subsidiaries  after any such  termination;  provided,
however,  that AWS shall use its good faith  efforts to remain as the manager of
each such Subsidiary through the Closing Date and shall not voluntarily withdraw
or resign as the manager of either such Subsidiary.

         3.2 Pittsburgh Market. AWS has agreed to sell its interest in the Joint
Venture  ("Pittsburgh  Venture")  which operates the wireless  cable  television
system  in the  Pittsburgh,  Pennsylvania  area  ("Pittsburgh  System")  and has
entered into that certain agreement  ("Pittsburgh Sale Agreement") in connection
therewith. The Pittsburgh Sale Agreement is a Material Contract and is listed on
Schedule 2.9. As set forth in Section 7.4 hereof,  the  consummation of the sale
of the Pittsburgh  Market in accordance  with the terms of the  Pittsburgh  Sale
Agreement  is a condition  precedent  to the closing of the Merger.  None of the
representations,  warranties or schedules  contained in this Agreement are being
made with respect to or contain the assets being  transferred  to or liabilities
being assumed by the  purchaser of the  Pittsburgh  System under the  Pittsburgh
Sale  Agreement;   provided  that  nothing  contained  herein  shall  limit  the
indemnification  obligations of AWS hereunder for  liabilities  arising under or
from the Pittsburgh Sale Agreement.

               ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF MERGERSUB AND
                          HEARTLAND.

         Heartland and MergerSub each hereby represent and warrant to AWS and to
the shareholders of AWS, the following:

         4.1  Organization  and Good Standing.  Heartland is a corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware.  MergerSub is a corporation  duly organized,  validly  existing and in
good standing under the laws of the State of Delaware.

         4.2  Authority;  Enforceability;  Non-Contravention.  Heartland has the
corporate  power and authority to conduct the business and activities  conducted
by it and to own or lease  the  assets  owned or  leased  by it.  Heartland  has
corporate  power and authority  (subject to  shareholder  approval and obtaining
lenders'  Consents as set forth in Sections  7.6 and 8.1) to execute and deliver
this  Agreement  and all other  documents  required to be executed by  Heartland
hereunder,  to consummate the transactions hereby contemplated,  and to take all
other  actions  required to be taken by  Heartland  pursuant  to the  provisions
hereof.  This  Agreement  and all other  documents  required to be executed  and
delivered by Heartland  hereunder  have been duly  authorized  by all  corporate
action necessary on the part of Heartland  (subject to shareholder  approval and
obtaining  lenders' Consents as set forth in Sections 7.6 and 8.1) and have been
duly or will when  executed  and  delivered be duly  executed  and  delivered by
Heartland,  and constitute the legal, valid and binding obligations of Heartland
enforceable  against  Heartland  in  accordance  with their  terms.  Neither the
execution nor the delivery of this  Agreement and all the documents  required to
be executed  and  delivered by Heartland  hereunder or the  consummation  of the
transactions  hereby  contemplated by Heartland  conflict with or constitute any
violation  or  breach  of the  Certificate  of  Incorporation  or the  Bylaws of
Heartland.  MergerSub  has the  corporate  power and  authority  to conduct  the
business and activities  conducted by it and to own or lease the assets owned or
leased  by  it.  MergerSub  has  corporate  power  and  authority   (subject  to
shareholder  approval and obtaining  lenders'  Consents as set forth in Sections
7.6 and 8.1) to execute  and  deliver  this  Agreement  and all other  documents
required to be executed by MergerSub,  to  consummate  the  transactions  hereby
contemplated,  and to take all other  actions  required to be taken by MergerSub
pursuant  to the  provisions  hereof.  This  Agreement  and all other  documents
required to be executed  and  delivered by  MergerSub  hereunder  have been duly
authorized by all corporate action  necessary on the part of MergerSub  (subject
to shareholder approval and obtaining lenders' Consents as set forth in Sections
7.6 and 8.1) and have been  duly or will when  executed  and  delivered  be duly
executed and delivered by MergerSub, and constitute the legal, valid and binding
obligations of MergerSub  enforceable against MergerSub in accordance with their
terms.  Neither  the  execution  nor  delivery of this  Agreement  and all other
documents  required to be executed and  delivered by MergerSub  hereunder or the
consummation of the transactions  hereby contemplated by MergerSub conflict with
or constitute a violation or breach of the Certificate of  Incorporation  or the
Bylaws of MergerSub.

         4.3  Litigation.  There is no  Proceeding  pending  or, to  Heartland's
Knowledge,  threatened  against or affecting  Heartland that could reasonably be
expected to result in issuance of an Order  restraining,  enjoining or otherwise
prohibiting  or  making  illegal  the  consummation  of any of the  transactions
contemplated   hereby.  There  is  no  Proceeding  pending  or,  to  MergerSub's
Knowledge,  threatened  against or affecting  MergerSub that could reasonably be
expected to result in issuance of an Order  restraining,  enjoining or otherwise
prohibiting  or  making  illegal  the  consummation  of any of the  transactions
contemplated hereby.

         4.4 Consents and Approvals.  Other than any filings  required under the
HSR Act, FCC Consents or the filing of the Registration  Statement,  no consent,
approval or authorization of, or declaration,  filing or registration  with, any
Governmental  Authority  is  required on behalf of  Heartland  or  MergerSub  in
connection with the execution, delivery or performance of this Agreement and all
documents contemplated hereby or the transactions contemplated hereby.

         4.5 Capitalization. The authorized capital stock of Heartland as of the
date hereof consists of 50,000,000  shares of common stock,  par value $.001 per
share,  and 10,000,000 of preferred  stock,  par value $.01 per share,  of which
12,476,393  shares of Heartland  common stock are issued and  outstanding and no
shares of preferred stock have been issued. Heartland Common Shares to be issued
pursuant to this Agreement will be, upon issuance,  validly  issued,  fully paid
and non-assessable.

         4.6 Financial  Statements.  The financial  statements  contained in the
Heartland SEC Filings are correct and complete and fairly  present the financial
position and results of  operations  of Heartland as of the date thereof and for
the periods referenced therein, all in accordance with GAAP.

         4.7 SEC Filings.  Heartland has  previously  delivered to AWS copies of
(i) its Form 10-K for the fiscal year ended  December  31,  1994,  (ii) its Form
10-Q for the three (3) month  periods  ended March 31,  1995 and June 30,  1995,
(iii)  its  Registration  Statement  on Form S-3 (File  No.  33-94838)  declared
effective  by the SEC on August 4,  1995,  and (iv) all Form 8-Ks filed with the
SEC after June 30, 1995 and prior to the date of this Agreement  ("Heartland SEC
Filings").  Each such filing was timely  filed with the SEC, and did not contain
any  misstatement of material fact or an omission of a material fact required to
be stated therein necessary to make the statements  therein not misleading as of
the time such document was filed.  Heartland has filed all documents required to
be filed with the SEC. As of their  respective  dates,  such reports complied in
all  material  respects  with  the  applicable  requirements  of the  Securities
Exchange Act of 1934, as amended.

         4.8  Finder's  Fees.  Heartland  has not taken any action  which  would
impose upon AWS any  obligation  or liability  to any person for finder's  fees,
agent's  commissions  or like  payments in  connection  with the  execution  and
delivery of this Agreement or the consummation of the transactions  contemplated
hereby.

         4.9 Further Representation.  No representation or warranty of MergerSub
or  Heartland  contained in this  Agreement  contains or will contain any untrue
statement of, or omit to state,  a material fact  necessary in order to make the
statements made herein, in light of the circumstances under which they are made,
not  misleading.  To the  Knowledge  of  Heartland  and  MergerSub,  all  books,
statements, documents, schedules and records furnished or given by it or them to
AWS or AWS's agents during the negotiation of or preparatory to the execution of
this Agreement or the consummation of the transactions  contemplated hereby, are
true, complete and genuine (and contain no misstatement or omissions of material
facts).

ARTICLE 5.         COVENANTS OF AWS.

         AWS hereby agrees to perform as follows:

         5.1 Operation  Prior to the Closing Date.  Subject to the provisions of
Section 5.4, from the date hereof through the Closing Date:

              (a) AWS shall give Heartland  prior written notice before AWS, AWS
Holdings,  AWS  Minneapolis  or, to the Knowledge of AWS, AWS Fort Worth,  shall
engage in any practice, take any action or enter into any transaction other than
in the customary and ordinary course of business.

              (b) AWS will,  and will cause each  Subsidiary  to, use reasonable
efforts  to  keep  its   business,   properties   and   business   relationships
substantially intact.

              (c) AWS will (i) pay and perform all of its debts, liabilities and
obligations as and when due,  except to the extent either (A) being contested in
good  faith  or (B) as to which  adequate  liabilities  have  been  accrued  and
recorded  (determined  in  accordance  with GAAP),  (ii)  perform  its  material
obligations under all Authorizations and Material Contracts, and (iii) comply in
all material respects with all Governmental Rules.

              (d) AWS  agrees  that (i) AWS will not take any  action,  and will
endeavor  in good faith not to permit any event to occur,  which  would cause or
constitute a material breach; (ii) AWS will, in the event of, and promptly after
the  occurrence of, or promptly after becoming aware of the occurrence of or the
impending or threatened occurrence of, any event which would cause or constitute
a material  breach or would,  if it had occurred  immediately  prior to the date
hereof,   have  caused  or   constituted  a  material   breach  of  any  of  the
representations  and warranties set forth in said Article 2, give notice thereof
to  Heartland;  (iii) use  reasonable  efforts  not to allow the  aggregate  Net
Permitted Liabilities  (excluding the indebtedness evidenced by the Escrow Note)
of AWS on the Closing Date to exceed the Net  Permitted  Liability  Basket;  and
(iv) AWS shall use  reasonable  efforts to prevent or  promptly  to remedy  such
breach.

              (e) AWS will,  and will  cause  each of its  Subsidiaries  to, use
reasonable  efforts to  preserve,  protect and maintain its and their rights and
interests  in  the  Channel  Leases,  FCC  Licenses,   and  Material  Contracts,
including,  but not limited to, filing or having  licensees or  permittees  file
with the FCC any and all reports,  applications or other documents  necessary to
preserve the FCC Licenses in full force and effect.

              (f) AWS will not, and will not cause any of its  Subsidiaries  to,
enter into, amend or terminate,  or agree to enter into, amend, except to comply
with  this  Agreement,   or  terminate  any  Channel  Lease,  License,   Permit,
Application  or  Material  Contract  without  giving  prior  written  notice  to
Heartland.

              (g) AWS shall not  repurchase,  declare or pay any  dividends,  or
make any other distributions  consisting of cash or marketable securities or any
contribution  thereof,  nor shall AWS or any of its Subsidiaries  issue, sell or
agree to sell any shares of its capital  stock,  or any  securities  convertible
into, or options with respect to, or warrants to purchase or rights to subscribe
for, any shares of its capital stock.

              (h) AWS will not, and will not cause any of its  Subsidiaries  to,
sell,  lease,  transfer or  otherwise  dispose of any of its  assets,  except as
provided for by, or contemplated  in, this Agreement,  or in the ordinary course
of business.

              (i) AWS will not, and will not cause any of its  Subsidiaries  to,
increase in any manner the base  compensation of, or enter into any new bonus or
incentive  agreement or  arrangement  with,  any of its  directors,  officers or
employees, pay bonuses to any such director,  officer of employee, to the extent
the aggregate of the foregoing exceeds  $125,000,  or pay any salaries except in
the ordinary course of business,  except as required under any existing  written
employment  agreement  with any  officer,  director  or  employee  of AWS or any
Subsidiary.

              (j) AWS shall not transfer any interest in any Subsidiary.

         5.2 Estoppel  Certificates and Consents.  Except as otherwise  provided
herein,  AWS shall use  reasonable  efforts  to obtain or cause to be made,  all
consents, governmental authorizations, approvals and filings necessary by virtue
of the Merger  contemplated  by this Agreement on or before the Closing Date, so
as to endeavor to ensure that the Surviving Corporation will as of the Effective
Time enjoy all of the rights and  privileges  currently  enjoyed by AWS and each
Subsidiary  under each of the Channel Leases,  Licenses and Material  Contracts.
Upon request of Heartland, AWS shall assist Heartland to obtain from each of the
other respective  parties to each of such Channel Leases and Material  Contracts
(a) estoppel certificates in the form of Exhibit 5.2 ("Estoppel  Certificates"),
certifying  (i) that AWS or a  Subsidiary,  as  applicable,  is not in breach or
violation  of or in  default  under  any of  such  Channel  Leases  or  Material
Contracts  and that it will not be by  virtue  of the  transaction  contemplated
hereby, and (ii) other matters specified therein,  and (b) consents  ("Affiliate
Transfer  Consents")  to  future  assignments  of the  rights  thereunder  to an
affiliate  of  Heartland  as  further  described  therein.  AWS  shall  seek any
appropriate amendments,  modifications or changes to each of such Channel Leases
and  Material  Contracts  so as to ensure  that after the  Effective  Time,  the
licensees,  permittees or other parties thereto notify Heartland directly in the
event of a breach or  violation of or default  under any such  Channel  Lease or
Material  Contract.  In  addition  to  the  other  Estoppel  Certificates  to be
delivered pursuant to this Section 5.2, AWS shall obtain Estoppel  Certificates,
dated no more than 15 days prior to the  Closing  Date,  from each  Person  that
would be owed, or is anticipated to be owed, in excess of $50,000 on the Closing
Date,  certifying the amount then owed to such Person and amount  anticipated to
be owing to such Person by AWS as of the Closing Date ("Account Estoppels").

         5.3 Renewal or Extension of FCC  Authorizations.  AWS shall,  and shall
cause each Subsidiary to:

              (a) timely file, or cause to be filed, all  applications,  reports
and other  submissions in such form and with such information as may be required
by the FCC, including but not limited to renewal applications,  applications for
extensions of time to complete  construction  and Annual FCC Reports,  to assure
that all Channels  licensed or authorized to either AWS or any Subsidiary remain
in full force and effect without  material  adverse  alteration or modification,
except to the extent that such alteration or modification result from changes in
the FCC's rules or policies of general applicability. After the applications are
filed for FCC consent to the  transfer of control of the FCC  Licenses  for said
Channels to Heartland or an affiliate of Heartland,  AWS shall file, or cause to
be  filed,  at the  request  of  and  as an  accommodation  to  Heartland,  such
reasonable  applications  for  modification  of their  outstanding  construction
permits or  licenses  to  implement  the Merger.  AWS shall  utilize  reasonable
efforts to prosecute  in good faith all  applications,  reports and  submissions
submitted in accordance with this Section 5.3.

              (b) use  reasonable  efforts  to  assure  that  the  licensees  or
permittees under the Channel Leases timely file all applications,  reports,  and
other  submissions in such form and with such  information as may be required by
the FCC, including,  but not limited to, renewal applications,  applications for
extensions of time to complete  construction  and Annual FCC Reports,  to assure
that such FCC Licenses remain in full force and effect without  material adverse
alteration  or  modification,  except  to the  extent  that such  alteration  or
modification  result  from  changes in the FCC's  rules or  policies  of general
applicability. AWS shall use its reasonable efforts to assure that the licensees
or permittees  under the Channel Leases  diligently  prosecute in good faith all
such  applications,  reports and  submissions.  AWS shall  promptly  disclose to
Heartland any information it receives  regarding any conditions or circumstances
that  would  cause,   or  might  cause,   the  FCC  to  decline  to  issue  such
authorizations  as may be  necessary  or  desirable to keep the Licenses in full
force and effect.

         5.4  No  Solicitation.  Subject  to  the  provisions  of  Section  6.18
(regarding the sale of the Memphis Market),  from and after the date hereof, AWS
will not, and will not  authorize  any of its  officers,  directors,  employees,
agents and other representatives or those of any Subsidiary (collectively,  "AWS
Representatives")  to,  solicit,  initiate  or  encourage  (including  by way of
furnishing  information)  any  inquiries  or the  making of any  proposal  which
constitutes,  or may reasonably be expected to lead to, an Acquisition  Proposal
(as defined  herein) from any Person or engage in any discussion or negotiations
relating  thereto,  or accept any Acquisition  Proposal.  AWS shall  immediately
cease  and cause to be  terminated  any  existing  solicitation,  discussion  or
negotiation   with  any  parties   conducted   heretofore  by  AWS  or  any  AWS
Representatives with respect to any of the foregoing. To the extent permitted by
applicable  law, AWS will promptly  notify  Heartland of any such  discussion or
negotiations,  requests for such  information or the receipt of any  Acquisition
Proposal,  including  the  identity  of the  person  or group  engaging  in such
discussions  or  negotiations   requesting  such   information  or  making  such
Acquisition  Proposal,  and the material terms and conditions of any Acquisition
Proposal.  As used in this  Agreement,  "Acquisition  Proposal"  shall  mean any
proposal or offer  considered  by the Board of Directors of AWS to be bona fide,
other than a proposal  or offer by  Heartland  or any of its  affiliates,  for a
tender or exchange offer, a merger,  consolidation or other business combination
involving  AWS or any  Subsidiary or any proposal to acquire in any manner (a) a
substantial  equity interest in AWS or any Subsidiary,  (b) any rights of AWS or
any  Subsidiary  to any Channels or (c) any Wireless  Cable  Television  System.
Notwithstanding  the  foregoing,  nothing in this Section 5.4 shall prohibit the
Board of Directors of AWS from (i)  furnishing  information  to or entering into
discussions or negotiations with, any person or entity that makes an unsolicited
bona fide  proposal  to  acquire  AWS or any  Subsidiary  pursuant  to a merger,
consolidation,  share exchange, purchase of a substantial portion of the assets,
business combination or some other transaction,  if, and only to the extent that
(A) the Board of Directors determines in good faith that such action is required
for  the  Board  of  Directors  to  comply  with  its  fiduciary   duty  to  its
stockholders,  (B) prior to  furnishing  such  information  to, or entering into
discussions  with or  negotiations  with,  such person or entity,  to the extent
permitted by applicable law, AWS provides notice to Heartland to the effect that
it is furnishing  information  to, or entering into  discussions or negotiations
with, such person or entity,  and (C) to the extent permitted by applicable law,
AWS keeps  Heartland  informed,  on a current  basis,  of the status of any such
discussions or negotiations;  (ii) complying with Rule 14e-2  promulgated  under
the Exchange Act with regard to an Acquisition Proposal; and (iii) soliciting or
receiving offers for negotiating the sale of, or selling,  the Memphis Market in
accordance with Section 6.18. AWS will use reasonable  efforts to cause a person
provided proprietary  information in accordance with the foregoing to enter into
a confidentiality agreement.

         5.5  Audit  of  Financial  Statements.  Prior  to  the  filing  of  the
Registration Statement, AWS will have audits conducted and completed so that AWS
can  provide  audited  financial  statements  of AWS as of,  and for the  period
ending,  December 31, 1994,  including the balance sheets and related statements
of income  and  expense,  and such  financial  statements  shall  conform in all
material respects with the unaudited financial  statements  previously delivered
by AWS to Heartland.

         5.6 Delivery of Schedules  or Other  Items.  Notwithstanding  any other
statements contained herein to the contrary,  AWS shall deliver to Heartland all
schedules and documents  stated to have been delivered herein within twenty (20)
days of the date hereof.

         5.7  Resignation of Directors of AWS. AWS shall deliver to Heartland on
the Closing  Date,  except as  otherwise  requested  by  Heartland,  the written
resignation of all directors of AWS and AWS Holdings.

ARTICLE 6.         ADDITIONAL AGREEMENTS.

         6.1 Shareholders  Meeting. AWS and Heartland shall each take all action
necessary  in  accordance  with  applicable  law and in  accordance  with  their
respective  certificates  of  incorporation  and  bylaws to convene a meeting of
their respective  stockholders as promptly as practicable after the Registration
Statement  is  declared  effective  by the SEC,  to  consider  and vote upon the
approval  of this  Agreement.  AWS and  Heartland  each,  through  its  board of
directors, shall recommend to its stockholders (and, if applicable, its lenders)
approval of this Agreement and shall use reasonable  efforts to obtain  approval
and  adoption  of  this  Agreement  by  such   stockholders  and  lenders.   AWS
acknowledges  that the  consummation  of the  transactions  contemplated by this
Agreement by MergerSub and Heartland  requires (and therefore is subject to) the
approval of certain lenders of Heartland and Heartland  agrees to seek to obtain
the written  approval of such lenders  within  forty-five  (45) days of the date
hereof.

         6.2  Registration Statement and Proxy Statement.

              (a)  Heartland  shall  prepare  and  file  with the SEC as soon as
practicable a Registration Statement on Form S-4 ("Registration Statement") with
respect  to the  Heartland  Common  Shares  issuable  in the  Merger  and in the
acquisition of the Fort Worth Interest and  Minneapolis  Interest,  a portion of
which shall also serve as the joint proxy  statement/prospectus  with respect to
the meetings of the stockholders of Heartland and AWS to approve the Merger, and
shall use all reasonable  efforts to have the  Registration  Statement  declared
effective  by the SEC as soon as  practicable.  Heartland  shall  also  take any
action required to be taken under blue sky or securities laws in connection with
Heartland  Common Shares prior to the Closing.  AWS shall furnish  Heartland all
information  concerning AWS and its  Subsidiaries  and the holders of its common
stock required for use in the  Registration  Statement,  and AWS shall take such
other  actions  as  Heartland  may  reasonably  request in  connection  with the
preparation  of such  Registration  Statement and the actions to be taken by AWS
pursuant to this Section 6.2. None of the information  furnished by or on behalf
of  AWS  for  use in the  Registration  Statement  shall  contain  any  material
misstatement  of fact or omit to state a material fact or any fact  necessary to
make the statements contained therein not misleading.

              (b) AWS shall prepare and file with the SEC as soon as practicable
a proxy statement that will be the same proxy statement/prospectus  contained in
the  Registration  Statement and a form of proxy, in connection with the vote of
AWS's  stockholders  with respect to the  consummation of the  transactions  set
forth in this  Agreement  (such proxy  statement/prospectus,  together  with any
amendments  thereof  or  supplements  thereto,  in any case in the form or forms
mailed to AWS's stockholders, is herein called the "Proxy Statement"). Heartland
shall furnish AWS all information  concerning  Heartland and MergerSub  required
for use in the Proxy  Statement,  and Heartland  shall take such other action as
AWS may  reasonably  request in  connection  with the  preparation  of the Proxy
Statement.  None of the  information  furnished by or on behalf of Heartland for
use in the  Registration  Statement  shall contain any material  misstatement of
fact or omit to state a material fact necessary to make the statements contained
therein not misleading.

         6.3 Access.  Heartland and its officers,  employees and representatives
(including  independent public accountants,  investment  bankers,  environmental
consultants  and counsel),  as applicable,  will at all reasonable  times during
regular  business  hours be permitted  reasonable  access to the  Facilities and
AWS's corporate  offices;  will be permitted to make copies of or abstracts from
all of the books and records, financial and operating data and other information
of AWS and each  Subsidiary;  and will be  permitted  to discuss the affairs and
accounts of AWS and each  Subsidiary  with the directors,  officers,  employees,
counsel,  and accountants of AWS and each Subsidiary.  Such investigation  shall
not,  however,  affect the  representations  and  warranties of AWS set forth in
Article 2 hereof. In the event the transactions  contemplated  hereby should not
close for any reason,  Heartland  agrees that it will promptly return to AWS all
such  documents  (including  copies  thereof)  furnished  by or on behalf of AWS
and/or each Subsidiary to Heartland and its  representatives and Heartland shall
hold in  confidence  and  shall  not use or  disclose  to any  third  party  any
information  concerning AWS and/or each Subsidiary  obtained from such documents
or otherwise in connection with the transactions  contemplated by this Agreement
unless  (a) such  information  was at the time of its use or  disclosure  to any
third  party by  Heartland  in the public  domain  other than as a result of any
breach of this provision by Heartland or (b) such disclosure is required by law.

         6.4 Compliance  with  Securities Act. AWS has caused to be prepared and
delivered to Heartland and MergerSub a list  identifying all persons who, to the
Knowledge of AWS, as of the date hereof, may be deemed to be "Affiliates" of AWS
and its  Subsidiaries  as that term is defined under  Paragraphs  (c) and (d) of
Rule 145 of the Securities Act ("Rule 145 Affiliates"), and prior to the Closing
Date, AWS shall cause to be prepared and delivered to Heartland and MergerSub an
updated list (reasonably  satisfactory to counsel for Heartland) identifying all
persons who at the time of AWS's shareholder  meeting may be deemed to be a Rule
145 Affiliate.

         6.5  Stock Options.

              (a) All options and stock appreciation  rights previously granted,
if any,  under any AWS stock  option plan for its  directors or employees or the
directors or employees of any Subsidiary (the "AWS Stock Option Plans") that are
unexercised,  whether or not then exercisable  (the "AWS Stock Options"),  shall
be, on or prior to the Effective Time, immediately exercisable.  AWS will permit
all of the AWS Stock  Options to be exercised by the tender to AWS of any of (i)
cash in the amount of the  exercise  price,  (ii) shares of Common  Stock of AWS
with a fair market value (as such term is defined in the AWS Stock Option Plans)
equal to the exercise  price, or (iii) the withholding by AWS of whole shares of
Common Stock of AWS having a fair market value equal to the exercise  price from
the shares issued upon the exercise of the AWS Stock Options. Holders of the AWS
Stock Options who so exercise  such Stock  Options  prior to the Effective  Time
shall be  entitled to exchange  the shares of AWS Common  Stock  subject to such
Stock  Options  for  the  Conversion  Amount  on the  same  basis  as the  other
shareholders of AWS Common Stock. Any AWS Stock Options remaining unexercised at
the Effective  Time shall be either  terminated  or, if such AWS Stock Option is
convertible by its terms into the right to receive  Heartland Common Shares upon
the consummation of the Merger,  so converted.  All AWS Stock Option Plans shall
terminate as of the Effective Time and the provisions in any other plan, program
or  arrangement  providing  for the  issuance or grant of any other  interest in
respect of the capital  stock of AWS or any  Subsidiary,  shall be deleted as of
the  Effective  Time,  and AWS shall take all action  necessary  to ensure  that
following  the  Effective  Time no  participant  in any AWS Stock Option Plan or
other plans, programs or arrangements shall have any right thereunder to acquire
equity securities of AWS, the Surviving  Corporation or any subsidiary  thereof,
and to terminate all such rights.

              (b) AWS shall cause each holder of  Non-Plan  Options  (whether or
not  exercisable) to consent to the cancellation of the Non-Plan Options to take
effect on or prior to the  Effective  Time in  consideration  for the payment to
such holders of the Conversion Amount for each share of AWS Common Stock subject
to the  Non-Plan  Options,  upon the  payment by each  holder of the  applicable
option exercise price. AWS will permit holders of Non-Plan Options to tender the
applicable  option exercise price by the tender to AWS of any of (i) cash in the
amount of the  exercise  price,  (ii) shares of Common  Stock of AWS with a fair
market value equal to the exercise  price,  or (iii) the  withholding  by AWS of
whole  shares of Common  Stock of AWS having a fair  market  value  equal to the
exercise price from the shares issued upon the exercise of the Non-Plan Options.
Cancellation of the Non-Plan Options in exchange for the consideration set forth
in this  Section 6.5 shall be deemed a release of any and all rights each holder
had or may have had in the  Non-Plan  Options or the AWS Common Stock in respect
of such options. The agreement or resolutions referenced in clauses (i) and (ii)
of this subsection (b) shall be terminated and be of no further force and effect
following  the  Effective  Time.  "Non-Plan  Options"  shall mean the options to
acquire AWS common stock that are  unexercised  and were  previously  granted to
Jeffrey D. Howes and Ernie Huls.

              (c) No employee of AWS or any  Subsidiary who held options for AWS
Common Stock prior to the Effective  Time shall have any right to participate in
Heartland's stock option plan with respect to all or any portion of any calendar
year unless  expressly so provided in any agreement  between  Heartland and such
employee.

         6.6  Warrants. AWS will use reasonable  efforts to cause each holder of
warrants  to acquire  AWS Common  Stock  (whether  or not then  exercisable)  to
consent to the  cancellation  of such warrants to take effect on or prior to the
Effective Time in  consideration of the payment to such holder of the Conversion
Amount for each  share of AWS Common  Stock  subject to such  warrant,  upon the
payment by such holder of the applicable warrant exercise price. Cancellation of
such  warrants in exchange for the  consideration  set forth in this Section 6.6
shall be deemed a release  of any and all  rights the holder had or may have had
in the warrant or the AWS Common Stock in respect of such warrant.

         6.7  Reasonable  Efforts.  Upon the terms and subject to the conditions
set forth in this  Agreement,  each of the parties  agrees to use its reasonable
efforts to take,  or cause to be taken,  all actions,  and to do, or cause to be
done,  and to assist and cooperate  with the other parties in doing,  all things
necessary,  proper or advisable to consummate  and make  effective,  in the most
expeditious   manner   practicable,   the  Merger  and  the  other  transactions
contemplated  by this  Agreement,  including  (a) the obtaining of all necessary
actions or  non-actions,  waivers,  consents  and  approvals  from  Governmental
Authorities and the making of all necessary registrations and filings (including
filings with  Governmental  Entities) and the taking of all reasonable  steps as
may be necessary to obtain an approval or waiver from,  or to avoid an action or
proceeding  by any  Governmental  Entity;  (b) the  obtaining  of all  necessary
consents,  approvals or waivers  from third  parties;  (c) the  defending of any
lawsuits  or  other  legal  proceedings,  whether  judicial  or  administrative,
challenging this Agreement or the consummation of the transactions  contemplated
hereby including seeking to have any stay or temporary restraining order entered
by any court or other  Governmental  Entity  vacated  or  reversed;  and (d) the
execution and delivery of any additional instruments necessary to consummate the
transactions contemplated by this Agreement.

         6.8 Public Announcements. Heartland and MergerSub, on the one hand, and
AWS, on the other hand,  will consult  with each other before  issuing any press
release with respect to the  transactions  contemplated by this  Agreement,  and
shall  not issue  any such  press  release  prior to such  consultation,  unless
otherwise required under applicable law.

         6.9 Notification of Certain Matters. AWS shall give to Heartland prompt
notice of: (i) any notice of, or other  communication  relating to, a default or
event  that,  with  notice  or lapse of time or both,  would  become a  default,
received  subsequent  to the date of this  Agreement  and prior to the Effective
Time under any note, license,  agreement or other instrument or obligation other
than in respect of  defaults  which,  individually  or in the  aggregate,  could
reasonably  be expected  to result in a Material  Adverse  Effect;  and (ii) any
Material  Adverse  Effect  or the  occurrence  of  any  event  which,  so far as
reasonably can be foreseen at the time of its occurrence,  is reasonably  likely
to result in a Material  Adverse  Effect.  Heartland shall give AWS (a) from and
after the date of this  Agreement,  prompt notice of the occurrence of any event
that would  require  Heartland  to file a current  report on Form 8-K or issue a
press release under applicable  securities laws, and (b) from and after the date
of the mailing of the Proxy  Statement,  prompt notice of the  occurrence of any
event that would require the information  regarding  Heartland  contained in the
Proxy Statement to be amended or supplemented under applicable  securities laws.
Each party shall give the other  prompt  notice of any  written  notice or other
written  communication  from any third party  alleging  that the consent of such
third  party  is  or  may  be  required  in  connection  with  the  transactions
contemplated by this Agreement.

         6.10 Letters of AWS's Accountants.  AWS shall use reasonable efforts to
cause to be delivered to Heartland a letter of Arthur  Andersen,  L.L.P.,  AWS's
independent  auditors,  dated a date within two business days before the date on
which the  Registration  Statement  shall  become  effective  and  addressed  to
Heartland,  in form and  substance  reasonably  satisfactory  to  Heartland  and
customary in scope and substance for consent  letters  delivered by  independent
public  accountants in connection with  registration  statements  similar to the
Registration Statement ("Accountant's Consent Letter").

         6.11  Hart-Scott-Rodino  Act Filing.  The  parties  will  cooperate  in
preparing and filing any Notification and Report Forms and related material that
it may be required to file with the Federal Trade  Commission  and the Antitrust
Division of the United States  Department of Justice under the HSR Act, and will
use  their  respective  best  efforts  to  obtain  an early  termination  of the
applicable  waiting period,  and will make any further filings  pursuant thereto
that may be necessary, proper, or advisable.

         6.12  D&O  Insurance;  Release.  Until  the  first  anniversary  of the
Effective Time,  Heartland shall cause the Surviving  Corporation to maintain in
effect with respect to matters  occurring  prior to the  Effective  Time, to the
extent available,  the policies of directors' and officers'  liability insurance
currently  maintained  by AWS;  provided  that  the  Surviving  Corporation  may
substitute therefor policies containing coverage, terms and conditions which are
no less advantageous.  On the Closing Date, Heartland shall, and shall cause the
Surviving  Corporation  to,  execute a written  release of the parties listed on
Schedule 6.12 in the form attached hereto as Exhibit 6.12 ("Release").

         6.13  Certain  Claims.  Prior to the  Effective  Time,  AWS  shall  use
reasonable efforts to respond to and defend any claims asserted (a) by TruVision
Cable,  Inc.  ("TruVision")  relative to the wireless cable rights and assets of
AWS in Memphis, Tennessee ("Memphis Market"), (b) by American Telecasting,  Inc.
("ATI")  relative to the  acquisition of AWS, (c) by Laidlaw  regarding  certain
broker fees,  and (d) by William  Jenkins  arising from the  termination  of his
employment  with AWS  (collectively  the  "Potential  Claims").  AWS shall  give
Heartland prior written notice of any settlement of a Potential Claim.

         6.14 SEC Filings.  AWS shall cause to be filed and deliver to Heartland
its Form 10-KSB for the fiscal year ended  December 31, 1994 and its Form 10-QSB
for the period  ended March 31, 1995,  and June 30,  1995,  and all periodic and
current  reports  required  to be filed with the SEC for all  periods  after the
execution of this Agreement  through the Closing Date.  Heartland shall cause to
be filed and  deliver to AWS all  periodic  and current  reports  required to be
filed with SEC for all periods after the execution of this Agreement through the
Closing Date.

         6.15 Acquisition of Certain  Interests.  Heartland shall use reasonable
good faith  efforts to enter into a binding  contract  to acquire (a) the 79.99%
joint  venture  interest  held by Fort Worth  Wireless  Cable TV  Associates,  a
California  general  partnership,  in AWS Fort Worth ("Fort Worth Interest") and
(b)  the  75%  membership   interest  held  by  WCTVA38,  a  California  general
partnership,  in AWS  Minneapolis  ("Minneapolis  Interest"),  and to have  such
agreement (or a letter of intent for such agreement)  executed within forty-five
(45) days from the date of this Agreement.  As a part of Heartland's  good faith
effort to acquire such interests, Heartland shall initially offer to acquire the
Minneapolis   Interest  for   $15,000,000   and  the  Fort  Worth  Interest  for
$10,000,000, in each case with customary closing conditions and representations,
warranties, indemnifications and releases reasonably acceptable to Heartland.

         6.16  Supplemental  Schedules.  AWS may supplement any Schedule to this
Agreement (a) at any time through the date of the Due Diligence  Notice  without
the  consent  or  approval  of  Heartland,  and (b)  after  the  date of the Due
Diligence  Notice but prior to the Closing  Date  without  the prior  consent or
approval of Heartland;  provided  that, if the  disclosure in such  supplemental
Schedule  represents a material  change from any  disclosure  to Heartland on or
prior to the date of the Due Diligence Notice,  adverse to Heartland,  Heartland
shall be entitled to terminate  this  Agreement  within fifteen (15) days of its
receipt of such supplemental Schedule, as further provided in Article 10.

         6.17  Exclusivity  Fee.  As  consideration  for  the  covenant  of  AWS
contained  in  Section  5.4,  Heartland  shall  pay to AWS,  until  the  Closing
hereunder or earlier  termination  hereof in  accordance  with Article 10, a fee
("Exclusivity Fee") of $350,000 upon the date of the execution of this Agreement
and  $150,000  on  the  first  date  of  each  calendar  month  thereafter.  The
Exclusivity Fee shall be paid solely from the offset of such amounts against the
accrued interest and outstanding principal amount under the Promissory Note from
AWS to  Heartland  dated  May  26,  1995 in the  original  principal  amount  of
$1,800,000  ("Escrow  Note") (all of which  remains  outstanding  as of the date
hereof),  which offset shall occur automatically and without further notice from
Heartland on each such date until the Closing  under or earlier  termination  of
this Agreement.

         6.18  Sale of Memphis Market. Notwithstanding any provisions  contained
herein  to the  contrary,  AWS  shall  have the  right to  solicit  bids for and
negotiate the sale of the Wireless  Cable  Television  System and related assets
servicing the Memphis  Market;  provided that (i) AWS shall keep Heartland fully
informed  regarding  the status of any  negotiations  regarding  the sale of the
Memphis Market or offers therefore,  including without limitation,  the identity
of the proposed  purchaser  and the  consideration  offered or  requested,  (ii)
Heartland  shall have the right to approve,  in its reasonable  discretion,  the
terms of any disposition of the Memphis Market for an aggregate consideration of
less than $3,900,000 and AWS shall not execute a definitive agreement to dispose
of the Memphis  Market for an aggregate  consideration  of less than  $3,900,000
without Heartland's written approval,  which shall not be unreasonably withheld,
and (iii) the gross proceeds of any such  disposition  received by AWS ("Memphis
Proceeds")  shall  reduce,  dollar for dollar,  the amount of the Net  Permitted
Liability Basket, and the excess Memphis Proceeds (meaning the amount of Memphis
Proceeds in excess of $3,000,000)  shall either be placed into an escrow account
and shall  remain in such  account  through  the Closing  Date or shall  reduce,
dollar for dollar, the Merger Consideration.

         6.19  Termination of Certain Agreements. On the Closing Date and at the
request  of  Heartland,   AWS  shall  terminate  any  Affiliate  Agreements  and
employment or other management agreements designated by Heartland.

         6.20  Exhibits.  Heartland and AWS agree that any Exhibits not attached
hereto on the date hereof shall be prepared and attached within  forty-five (45)
days of the date hereof,  and agree to cooperate  and negotiate in good faith in
the preparation of such exhibits.

ARTICLE 7.         CONDITIONS PRECEDENT TO MERGER.

         The  obligation  of the  parties  hereto to  consummate  the  Merger is
subject to fulfillment,  or written waiver signed by all parties hereto, of each
of the  following  conditions  precedent  on or prior to the Closing Date or the
date specified therein.

         7.1  Registration  Statement.  The  Registration  Statement  shall have
become  effective in accordance  with the provisions of the  Securities  Act. No
stop order suspending the effectiveness of the Registration Statement shall have
been issued by the SEC and remain in effect.  All necessary state  securities or
blue sky authorizations shall have been received.

         7.2  No  Order.  No  Governmental   Authority  or  court  of  competent
jurisdiction shall have enacted,  issued,  promulgated,  enforced or entered any
law,  rule,  regulation,  executive  order,  decree,  injunction  or other order
(whether  temporary,  preliminary or permanent)  which is then in effect and has
the effect of  prohibiting  the Merger or any of the  transactions  contemplated
hereby  or  otherwise  making  the  consummation  of  the  Merger  or any of the
transactions contemplated hereby illegal.

         7.3 Other Approvals.  The waiting period applicable to the consummation
of the Merger  under the HSR Act shall have expired or been  terminated  and all
filings  required to be made prior to the Effective Time with, and all consents,
approvals,  permits and  authorizations  required  to be  obtained  prior to the
Effective Time from, any Governmental Authority in connection with the execution
and  delivery  of  this  Agreement  and  the  consummation  of the  transactions
contemplated  hereby by AWS,  Heartland and  MergerSub,  shall have been made or
obtained (as the case may be) without restrictions.

         7.4 Sale of Pittsburgh  System. The sale of the Pittsburgh System shall
be consummated in accordance with the terms of the Pittsburgh Sale Agreement.

         7.5 Due Diligence Notice. Heartland shall have delivered to AWS written
notice  ("Due  Diligence  Notice")  that  Heartland  is  satisfied,  in its sole
discretion,  with  the  results  of  the  due  diligence  investigations  of AWS
conducted through the date of the Due Diligence Notice,  which date shall be not
later  than   forty-five  (45)  days  following  the  date  of  this  Agreement.
Heartland's  failure to deliver  such notice  within the time  period  specified
herein shall  constitute a waiver of such condition by Heartland and a waiver of
its right to terminate  this  Agreement for matters set forth in the  Disclosure
Schedules  delivered  to  Heartland  on or before  the  thirty-fifth  (35th) day
following the date of this Agreement.

         7.6 Lenders'  Consents.  Heartland  shall have delivered to AWS written
notice ("Approval  Notice") that the Merger has been approved or consented to by
Jupiter  Partners,  L.P. and the holders of the $100,000,000 of 13% Senior Notes
due  2003  of  Heartland  relative  to the  transactions  contemplated  by  this
Agreement on or before the  forty-fifth  (45th) day  following  the date of this
Agreement.

         7.7 Other  Acquisitions.  Heartland shall have delivered to AWS written
notice  ("Notice of Agreement")  that it has entered into binding  agreements to
acquire the Fort Worth Interest and Minneapolis  Interest.  Such notice shall be
delivered  within  forty-five (45) days of the execution of this Agreement,  and
shall be  accompanied  by a copy of the  agreement  to  acquire  the Fort  Worth
Interest or Minneapolis Interest, as applicable.

         7.8 Fairness Opinions. AWS shall have delivered to Heartland and Merger
Sub (i) on or  before  the 20th day  following  the date of this  Agreement,  an
opinion of the AWS Advisor as to the fairness of the Merger to the  stockholders
of AWS from a  financial  point of view and (ii) on or before the date the joint
proxy  statement/prospectus  constituting a part of the  Registration  Statement
referred to in Section  6.2(a) shall be first mailed to  stockholders  of AWS, a
letter  from  the  AWS  Advisor,  dated  as of the  date  of  such  joint  proxy
statement/prospectus,   confirming  its  opinion  (collectively,  the  "Fairness
Opinion").  The Fairness  Opinion shall be satisfactory in form and substance to
AWS on the date of initial  delivery thereof and on the date of any confirmation
thereof  contemplated in the preceding  sentence,  and on the Closing Date shall
not have been withdrawn.

         7.9  Exhibits.  On or before the  forty-fifth  (45th) day following the
date hereof,  Heartland  and AWS shall have agreed upon the form of each exhibit
to this Agreement and each such Exhibit shall be attached hereto.

ARTICLE 8.         CONDITIONS PRECEDENT TO CLOSING BY HEARTLAND AND MERGERSUB.

         The obligations of Heartland and MergerSub to consummate the Merger are
subject to fulfillment,  or written waiver signed by Heartland and MergerSub, of
each of the following conditions precedent on or prior to the Closing Date.

         8.1  Stockholder  Approval.  The Merger and the acquisition of the Fort
Worth  Interest  and  Minneapolis  Interest  shall  have  been  approved  by the
requisite  vote of the holders of Heartland  Common  Shares in  accordance  with
applicable law and its Certificate of Incorporation and Bylaws.

         8.2 Representations and Warranties.  Each and every  representation and
warranty  made by AWS shall be true and correct in all  material  respects  when
made and shall be true and correct in all  material  respects  as if  originally
made on and as of the Closing Date.

         8.3 AWS Documents.  AWS shall have delivered the following to Heartland
in form and substance satisfactory to Heartland and its counsel:

              (a) A certificate signed by the chief executive officer of AWS, on
behalf of and in his capacity as an officer of AWS, confirming, on and as of the
Closing  Date,  that each  representation  and  warranty  set forth in Section 2
hereof was true and  correct in all  material  respects  on the date made and is
true and correct in all material respects on and as of the Closing Date and that
AWS is in compliance  with the  applicable  covenants set forth in Articles 5, 6
and 7.

              (b) Evidence that Channel Leases are in place for the Channels and
that such agreements are in full force and effect.

              (c) An  opinion  of  special  counsel to AWS and an opinion of FCC
counsel  to AWS and each  Subsidiary  in the forms  attached  hereto as  Exhibit
8-3(c).1 and Exhibit 8-3(c).2, respectively.

              (d) The minute books,  bylaws,  certificate of  incorporation  and
other  organizational  documents of AWS and each  Subsidiary and the stock books
and stock ledgers of AWS Holdings.

              (e) All Account  Estoppels  and  Estoppel  Certificates  and other
necessary and appropriate  governmental and third party Consents,  approvals and
clearances for consummation of the transactions  contemplated herein, including,
but not limited to, receipt of a "final" order by the FCC approving, without any
materially adverse or onerous  conditions,  of the transfer of control of AWS as
licensee of the owned Licenses.  For purposes of this Section,  the term "final"
shall mean an order of the FCC which has not been  stayed  and, by lapse of time
or   otherwise,   is  no  longer   subject   to   administrative   or   judicial
reconsideration, review, appeal or stay.

         8.4  No Material  Adverse  Change. No change shall have  occurred  with
respect  to AWS or any  Subsidiary,  or their  respective  assets  from the date
hereof through the Closing Date which would have a Material Adverse Effect.

         8.5 Dissenters' Rights. The shareholders of AWS Common Stock requesting
an appraisal of their shares of AWS Common  Stock or  exercising  the  dissenter
rights  referred  to in  Section  1.2(p)  hereof  shall  not hold  more  than an
aggregate of 10% of all outstanding AWS Common Shares.

         8.6  Voting Trust Agreement. Each of the AWS shareholders identified on
Schedule 8.6 shall have executed the Voting Trust Agreement in the form attached
hereto as Exhibit 8.6 and such agreement shall be in effect on the Closing Date.

         8.7  Acquisitions of Other Interests. Heartland shall have acquired, or
shall simultaneously acquire, the Fort Worth Interest and Minneapolis Interest.

         8.8 Accountant's Consent Letter. Heartland shall have received from AWS
the Accountant's Consent Letter.

         8.9 Satisfaction or Waiver of Conditions  Precedent of AWS. Each of the
conditions precedent to the obligations of AWS set forth in Article 7 or 9 shall
have been satisfied or waived by AWS,  except for the provisions of Section 9.1,
which shall be satisfied and may not be waived by AWS.

         8.10 AWS Obligations Performed.  All obligations of AWS to be performed
hereunder  through and including  the Closing Date shall have been  performed in
all material respects.

         8.11  Warrants.  Each warrant to purchase AWS Common  Shares that would
give the holder thereof the right to purchase any shares of capital stock of AWS
(meaning  warrants that do not by their terms convert into the right to purchase
Heartland  Common  Shares)  after the  Closing  Date shall have been  exercised,
cancelled or otherwise terminated.

         8.12 Closing Share Price.  The Closing Share Price shall not be greater
than the Maximum Termination Price.

ARTICLE 9.         CONDITIONS PRECEDENT TO CLOSING BY AWS.

         The   obligation  of  AWS  to  consummate  the  Merger  is  subject  to
fulfillment,  or  written  waiver  signed  by  AWS,  of  each  of the  following
conditions precedent on or prior to the Closing Date.

         9.1  Stockholder  Approval.  The Merger shall have been approved by the
requisite  vote of the  holders  of the AWS  Common  Shares in  accordance  with
applicable law and its Certificate of Incorporation and Bylaws.

         9.2 Representations and Warranties.  Each and every  representation and
warranty  made by Heartland  and/or  MergerSub  shall be true and correct in all
material  respects  when  made and  shall be true and  correct  in all  material
respects as if originally made on and as of the Closing Date.

         9.3 Heartland and/or MergerSub Documents.  Heartland  and/or MergerSub,
as the applicable  case may be, shall have executed and delivered to AWS in form
and substance satisfactory to AWS and to counsel:

              (a) A certificate of the chief executive  officer of Heartland and
MergerSub,  on  behalf  of and in  his  respective  capacity  as an  officer  of
Heartland or MergerSub,  confirming, on and as of the Closing Date, that each of
the  representations  and  warranties set forth in Section 4 hereof was true and
correct in all  material  respects  on the date made and are true and correct in
all material respects on and as of the Closing Date.

              (b) An opinion of counsel to  Heartland  and/or  MergerSub  in the
form attached hereto as Exhibit 9.3.

              (c) The Escrow  Agreement,  executed by Heartland and the Exchange
Agent.

         9.4  Satisfaction  or Waiver of  Conditions  Precedent of Heartland and
MergerSub.  Each of the conditions precedent to the obligations of Heartland and
MergerSub set forth in Article 8 shall have been  satisfied or otherwise  waived
by Heartland and MergerSub.

         9.5 Heartland and MergerSub Obligations  Performed.  All obligations of
Heartland  and  MergerSub to be performed  hereunder  through and  including the
Closing Date shall have been performed in all material respects.

         9.6 Closing Share Price. The Closing Share Price shall not be less than
the Minimum Termination Price.

         9.7 No  Material  Changes.  No event  shall  have  occurred  that would
require the information  regarding Heartland contained in the Proxy Statement to
be amended or supplemented under applicable securities laws.

ARTICLE 10.        TERMINATION.

         10.1  Termination by Mutual  Consent.  This Agreement may be terminated
and may be abandoned at any time prior to the  Effective  Time,  before or after
the approval of this Agreement by the shareholders of AWS and Heartland,  by the
mutual consent of Heartland, MergerSub and AWS.

         10.2  Termination  by AWS. This  Agreement  may be  terminated  and the
Merger may be abandoned by AWS if the Closing conditions set forth in Articles 7
and 9 shall not have been  satisfied in full or waived on or before  January 31,
1996.

         10.3  Termination  by Heartland or  MergerSub.  This  Agreement  may be
terminated  and the Merger may be  abandoned  by  Heartland  or MergerSub if the
Closing  conditions  set forth in Articles 7 and 8 shall not have been satisfied
in full or waived on or before January 31, 1996;  provided that Heartland  shall
have the absolute right to terminate this Agreement (a) at any time prior to the
date of the Due  Diligence  Notice or (b)  within  fifteen  (15) days  after the
occurrence of an event described in Section 6.16.

         10.4 Effect of Termination and Abandonment.

              (a)  In the  event  of  termination  of  this  Agreement  and  the
abandonment  of the Merger  pursuant to this Article 10, no party hereto (or any
directors or officers)  shall have any  liability or further  obligation  to the
other  parties to this  Agreement,  except as  provided  in Article  10, and the
remedies set forth below shall be each party's sole and exclusive remedy for any
claims  arising from this  Agreement or the  termination  thereof.  The payments
specified below to be made hereunder are each party's reasonable estimate of the
Damages  arising  from the other  party's  conduct  leading  to the  termination
hereof, and shall constitute liquidated damages for any claims based thereon.

              (b) In the event  that any Person  shall have made an  Acquisition
Proposal  and the  Board  of  Directors  of AWS  approves  the  execution  of an
agreement  relating thereto or recommends to the AWS stockholders the acceptance
of any Acquisition Proposal, then AWS shall promptly, but in no event later than
two (2) days after the date of such event,  pay Heartland a fee equal to the sum
of (i) One Million  Eight Hundred  Thousand  Dollars  ($1,800,000)  and (ii) the
outstanding  principal and accrued interest under the Escrow Note, and (iii) the
aggregate  amount of all Exclusivity  Fees previously  offset against the Escrow
Note  pursuant to Section  6.17,  which amount shall be paid by wire transfer of
same day funds. AWS acknowledges  that the agreements  contained in this Section
10.4(b) are integral parts of the  transactions  contemplated in this Agreement,
and that, without these agreements, Heartland and MergerSub would not enter into
this  Agreement;  accordingly,  if AWS fails to promptly  pay the amount due and
pursuant to Section 10.4(b), and, in order to obtain such payment,  Heartland or
MergerSub  commences a suit which results in a judgment  against AWS for the fee
set forth in this  subparagraph  (b),  the  non-prevailing  party  shall pay the
prevailing party its cost and expenses (including attorneys' fees) in connection
with such suit,  together with interest on the amount of the fee at the interest
rate  specified  in the  Escrow  Note in  effect on the date  such  payment  was
required to be made.

              (c)  In  the  event  that  Heartland   and/or  MergerSub  fail  to
consummate  the Merger after all  conditions  set forth in Articles 7 and 8 have
been satisfied or waived, then the indebtedness evidenced by the Escrow Note and
the lien of the Asset Security  Agreement  ("Security  Agreement") dated of even
date  therewith  shall  immediately,  and  without  further  acts or  actions by
Heartland or MergerSub, be released and discharged, AWS shall have no obligation
to repay the amounts outstanding under the Escrow Note,  Heartland shall release
the security interest created by the Security Agreement, Heartland shall execute
written releases of all UCC-1 financing  statements executed to perfect the lien
of the  Security  Agreement,  the  parties  shall  have no  further  obligations
hereunder  or under the Escrow Note or Security  Agreement,  and this  Agreement
shall terminate.

              (d)  In  the  event  that  this  Agreement  is  terminated  (i) by
Heartland in accordance  with Section 6.16, (ii) by either party for the failure
of the  condition  precedent  set forth in Section 7.1  primarily as a result of
past or present acts or omissions of AWS,  predecessors or Affiliates of AWS, or
their  respective  officers,  directors or agents,  (iii) by  Heartland  for the
failure of the condition  precedent set forth in Section  8.3(e)  arising solely
from the  failure to obtain an FCC  Consent,  (iv) by AWS for the failure of the
condition  precedent  set forth in  Section  9.1,  or (v) by  Heartland  for the
failure of the condition precedent set forth in Section 8.2 or Section 8.4, then
all Exclusivity  Fees  previously  offset against the Escrow Note shall be added
back to the  principal  balance  of the Escrow  Note and the  Escrow  Note shall
thereafter be repaid to Heartland in accordance with the terms thereof; provided
that, upon any such termination,  the Escrow Note shall be modified to enter the
maturity date thereof until the date which is one (1) year from the date of such
termination.

              (e) In the event that this  Agreement is terminated for any reason
other than as set forth in  subsections  (b), (c) or (d) above,  then the Escrow
Note (less any  Exclusivity  Fees offset  against the Escrow Note in  accordance
with Section 6.17,  prorated through the date of termination) shall be repaid in
accordance with its terms, and the parties shall have no further  liabilities to
each other (other than the  obligation of AWS under the Escrow Note and Security
Agreement);  provided that, upon any such termination,  the Escrow Note shall be
modified to enter the maturity date thereof until the date which is one (1) year
from the date of such termination.

ARTICLE 11.        CONDITIONS FOR RELEASE OF HOLDBACK AMOUNT

11.1 Provisions Regarding Representations and Warranties;  Indemnifications. The
statements,  certifications,  representations and warranties made by AWS in this
Agreement,  in any Schedule, or in any Exhibit,  certificate or other instrument
delivered by or on behalf of AWS or any  Subsidiary  pursuant to this  Agreement
shall survive the Merger for a period of one year from the Closing Date. Subject
to the limitations  contained in Section 3.1 regarding the Fort Worth System and
Minneapolis System, AWS shall indemnify and hold Heartland and MergerSub,  their
respective officers and directors  ("Heartland  Indemnitees")  harmless from any
and all Damages relating to or arising from the following ("Primary Claims"):

              (a) the existence of any Net Permitted Liabilities  (excluding the
indebtedness  evidenced  by the Escrow  Note) on the  Closing  Date in excess of
$3,000,000 ("Net Permitted Liability  Basket"),  as adjusted pursuant to Section
6.18;

              (b) any  material  breach of the  representations  and  warranties
contained in Section 2.30,  which breach may be established by (i) the discovery
of undisclosed  correspondence,  documents or other  materials  originated by or
established to have been received by AWS relating to a Potential  Claim, or (ii)
the  admission,  statement or testimony of any executive  officer or director of
AWS (including,  without limitation,  statements or disclosures in interrogatory
responses,  deposition testimony, settlement negotiations or other Proceedings),
which conflicts with or contradicts  any disclosure  which is the subject of the
representations and warranties contained in Section 2.30;

              (c) any Potential Claims of Laidlaw and Jenkins; and

              (d)  any  Claims  arising  from  the  willful  malfeasance  or any
fraudulent acts of AWS or its officers or directors; 

and AWS shall indemnify and hold the Heartland  Indemnitees  harmless from fifty
percent  (50%)  of any  Damages  relating  to or  arising  out of the  following
("Secondary  Claims"),  to the  extent  such  Damages  are not the  subject of a
Primary Claim:

              (y) any breach or  nonperformance  (partial or total) of or in any
representation or warranty or covenant of AWS contained in this Agreement; and

              (z) the Potential  Claims of ATI and TruVision;  provided that AWS
shall not have any  liability to the  Heartland  Indemnitees  hereunder  for any
Damages  arising from the  Potential  Claim of TruVision in excess of $1,800,000
(meaning the maximum liability of AWS to the Heartland Indemnitees hereunder for
such claim shall be $900,000);

provided that,  with respect to Secondary  Claims,  Heartland shall not make any
claim for a Secondary  Claim less than $10,000  ("Minimum  Claim  Amount"),  and
Heartland shall not assert any claims  hereunder,  until the aggregate amount of
all Secondary  Claims  exceeds  $250,000  ("Secondary  Claim  Floor"),  and then
Heartland  shall  only have the right to make  claims  hereunder  for  Secondary
Claims to the extent that the aggregate  amount of the Secondary  Claims exceeds
the Secondary Claim Floor.  AWS,  Heartland and MergerSub  acknowledge and agree
that, for purposes of determining the Secondary Claim Floor, one hundred percent
(100%) of all Secondary Claims equal to or greater than the Minimum Claim Amount
shall be included, and that the indemnification obligations of AWS for Secondary
Claims in excess of the Secondary  Claim Floor shall be limited to fifty percent
(50%) of such excess.

         11.2 Escrow Holdback. The Holdback Amount shall be held by the Exchange
Agent  pursuant  to the  terms of the  Escrow  Agreement  (attached  as  Exhibit
1.2(h)), which shall remain in effect until the expiration of the Escrow Period.
The indemnification  obligations of AWS shall be limited to and satisfied solely
from the Holdback Amount in accordance  with the terms of the Escrow  Agreement.
Upon the expiration of the Escrow Period,  the Contingent  Amount to be received
by each former holder of AWS Common Shares shall be  proportionately  reduced by
the  aggregate  of the Primary  Claims and  Secondary  Claims  properly  charged
against the Holdback  Amount,  to the extent such Holdback  Amount is reduced by
such claim as provided in the Escrow  Agreement and herein.  It is  acknowledged
and agreed  that there  shall be no remedy or other  recourse  by  Heartland  or
MergerSub,  or its successors or assigns,  against AWS or its  shareholders,  or
their successors and assigns (but only in their capacity as shareholders) of any
nature   whatsoever,   including,   but  not   limited   to,   breaches  of  the
representations,  warranties or covenants of this  Agreement,  other than to the
Holdback  Amount,  and that the  Holdback  Amount  shall be the sole  remedy and
recourse by Heartland or MergerSub  against AWS or its shareholders (but only in
their capacity as shareholders).

         11.3 Adjustment to Contingent  Consideration and Initial Consideration.
In the event that the  Potential  Claim of  TruVision  is  resolved  and AWS and
Heartland  receive a full release from TruVision  regarding its Potential  Claim
prior to the  Closing  Date,  then  (i) the  Contingent  Consideration  shall be
reduced by $500,000  and (ii) the Initial  Consideration  shall be  increased by
$500,000.

ARTICLE 12.        DEFINITIONS.

         12.1 The terms  used in this  Agreement  have the  respective  meanings
specified or referred to in this Article 12:

              "Acquisition Proposal" shall have the meaning set forth in Section
     5.4.

              "Act" means The Communication Act of 1934, as amended.

              "Affiliate"  means with  respect to any Person,  any other  Person
     directly or indirectly  controlling,  controlled by or under common control
     with  such  Person,  and  any  other  Person  who  or  which,  directly  or
     indirectly,  has any equity interest in such Person, is a director, officer
     or employee of such Person,  or a member of the immediate  family of any of
     the foregoing Persons,  whether or not living under the same roof with such
     Person.

              "Affiliate  Transfer Consents" shall have the meaning set forth in
     Section 5.2

              "Annual FCC Report" means the reports which a licensee in the MMDS
     service is  required  to file  annually  with the FCC  pursuant  to Section
     21.911 of the FCC Rules.

              "Application" means a pending application by AWS or Institution or
     other Parties to the FCC for a License.

              "Approval Notice" shall have the meaning set forth in Section 7.6.

              "ATI" shall have the meaning set forth in Section 6.13.

              "Authorization"   means  any   license,   permit,   authorization,
     franchise, grant, registration,  certificate, consent and waiver awarded to
     AWS by a Governmental  Authority which is used,  useable or held for use in
     or in  conjunction  with or  otherwise  associated  with the  provision  of
     wireless cable services,  including the licenses, permits,  authorizations,
     franchises,  grants,  registrations,  certificates,  consents  and  waivers
     listed on Schedules 2.10(b) and 2.10(d).

              "AWS Advisor" shall mean Daniels & Associates.

              "AWS Common  Shares" shall mean all of the issued and  outstanding
     capital stock of AWS immediately before the Merger.

              "AWS SEC  Filings"  means AWS's Form  10-KSB  filed for the fiscal
     years ended December 31, 1993 and 1994, Form SB-2 (File No. 33-78354) filed
     with the SEC on April 29, 1994,  Form SB-2 (File No.  33-75190)  filed with
     the SEC on February 14, 1993, and all  intervening  Form 10-QSBs,  8-Ks and
     proxy statements filed with the SEC.

              "AWS Fort Worth" shall have the meaning set forth in Section 2.2.

              "AWS Holdings" shall have the meaning set forth in Section 2.2.

              "AWS Minneapolis" shall have the meaning set forth in Section 2.2.

              "AWS Representatives"  shall have the meaning set forth in Section
     5.4.

              "AWS  Share  Value"  shall have the  meaning  set forth in Section
     1.2(c).

              "AWS  Stock  Option  Plans"  shall have the  meaning  set forth in
     Section 6.5(a).

              "AWS Stock  Options"  shall have the  meaning set forth in Section
     6.5(a).

              "Certificates" shall have the meaning set forth in Section 1.2(i).

              "Channel"  means a frequency band which may be licensed by the FCC
     to an eligible Person for the provision of ITFS, MDS or MMDS service.

              "Channel  Lease"  means an agreement  pursuant to which  authority
     under an Authorization has been leased to the AWS or Subsidiary.

              "Close" or "Closing" means the  consummation  of the  transactions
     contemplated in Article 1 hereof as provided for in Section 1.3.

              "Closing  Date" means the date on which the Closing shall occur as
     provided for in Section 1.3.

              "Closing Share Price" shall mean with respect to Heartland  Common
     Shares the average of the  closing  prices of such stock as reported on the
     NASDAQ NMS for the ten (10) trading days ending on the fifth (5th) business
     day prior to the  Closing  Date.  In the event  that the  Heartland  Common
     Shares do not trade on any date within  such  ten-day  period,  the closing
     price for such date  shall be  deemed to be the  closing  price for the day
     preceding such date of purposes of determining the Closing Share Price.

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

              "Consents" means the consents (including,  without limitation, FCC
     Consents),   approvals,   authorizations,   and   waivers  of  any  public,
     government, or regulatory body, authority,  agency, or unit and any and all
     consents, approvals,  authorizations and waivers from parties to any of the
     Material Contracts or any other Person that are (i) required for the lawful
     consummation of this Agreement and/or any other transaction contemplated by
     this Agreement, or (ii) necessary or desirable for Heartland to conduct the
     operations  currently  conducted  by AWS  after the  Closing,  but does not
     include Affiliate Transfer Consents.

              "Contingent  Amount"  shall have the  meaning set forth in Section
     1.2(b).

              "Contingent  Consideration" means $3,500,000, as adjusted pursuant
     to Section 11.3.

              "Conversion Amount" shall be the amount of consideration per share
     for the acquisition of AWS as provided for in Section 1.2(b).

              "Copyright Act" means the Copyright Act of 1976, as amended.

              "Copyright Office" means the United States Copyright Office of the
     Library of Congress.

              "Copyright  Rules" means the rules and regulations  promulgated by
     the Copyright  Office under authority of the Copyright Act, as set forth in
     Part 201, Volume 37 of the Code of Federal Regulations.

              "Damages" means all losses, obligations,  liabilities,  settlement
     payments, awards, judgments, fines, penalties, damages, deficiencies, court
     costs, costs of arbitration or administrative proceedings,  attorneys' fees
     and other reasonable expenses and costs.

              "DGCL" means the Delaware General Corporation Law.

              "Due Diligence Notice" shall have the meaning set forth in Section
     7.5.

              "Effective Time" shall mean the date and time of the filing of the
     applicable certificate of merger in the State of Delaware.

              "Employee" shall have the meaning set forth in Section 2.23(a).

              "Environment" means the soil, surface waters, ground waters, land,
     stream, sediments, surface or subsurface strata and ambient air.

              "Environmental  Laws"  means all Legal  Requirements  relating  to
     injury to, or the protection of, real or personal  property or human health
     or the environment,  including,  without limitation, all Legal Requirements
     of courts  and other  Governmental  Authorities  pertaining  to  reporting,
     licensing,   permitting,   investigation,   remediation,  and  removal  of,
     emissions,   discharges,  releases  or  threatened  releases  of  Hazardous
     Substances,  chemical  substances,   pesticides,   petroleum  or  petroleum
     products,  pollutants,  contaminants  or  hazardous  or  toxic  substances,
     materials  or wastes,  whether  solid,  liquid or  gaseous  in nature,  and
     including  electro-magnetic  fields or discharges into the Environment,  or
     relating to the  manufacture,  processing,  distribution,  use,  treatment,
     storage,   disposal,   transport  or  handling  of  Hazardous   Substances,
     pollutants,  contaminants  or hazardous or toxic  substances,  materials or
     wastes,  whether solid,  liquid or gaseous in nature,  which are now or may
     hereafter be applicable to AWS.

              "Equipment"  means all of the  furniture,  fixtures,  furnishings,
     machinery, computer hardware, antennas, transmitters, amplifiers, all other
     equipment  associated  with  receiving  and  distributing  signals  at  the
     head-end site and all other antenna and all electronic equipment, satellite
     receivers,  modulators,  earth stations and associated equipment,  head-end
     amplifiers and associated equipment, distribution plant, programming signal
     descramblers  for  service  which has  commenced  scrambling,  subscriber's
     devices,   converters,   local  origination   equipment,   test  equipment,
     machinery,  spare  equipment  and  parts  inventory,  equipment  inventory,
     supplies, and all other tangible personal property.

              "ERISA" means the Employee Retirement Income Security Act of 1974,
     as amended.

              "Escrow  Agreement"  shall have the  meaning  set forth in Section
     1.2(h).

              "Escrow Note" shall have the meaning set forth in Section 6.17.

              "Escrow  Period"  means the period  commencing on the Closing Date
     and continuing for a period of one year, as extended pending the resolution
     of any Claims  made  within one year of the  Closing  Date and  pending the
     administration of such Claims, as further provided in the Escrow Agreement.

              "Estoppel Certificate" shall have the meaning set forth in Section
     5.2.

              "Exchange  Agent"  shall  have the  meaning  set forth in  Section
     1.2(h).

              "Exchange  Fund"  shall  have the  meaning  set  forth in  Section
     1.2(h).

              "Exchange  Price"  shall  have the  meaning  set forth in  Section
     1.2(d).

              "Exclusivity  Fee"  shall  have the  meaning  set forth in Section
     6.17.

              "FAA" means the Federal Aviation  Administration  or any successor
     agency(ies) with jurisdiction over towers and other antenna structures.

              "FAA Rules" means the rules  promulgated by the FAA and applicable
     to antenna towers and other structures.

              "Facilities" means all of the plants,  offices,  broadcast towers,
     antenna towers, head-ends, studios, control centers and other real property
     interests and related facilities which are either owned by AWS or leased by
     or the use of which are leased by the AWS.

              "Fairness  Opinion"  shall have the  meaning  set forth in Section
     7.8.

              "FCC" means the Federal Communications Commission.

              "FCC Consent" shall mean the consent of the FCC to the transfer of
     control or assignment of any MDS and MMDS License or Application.

              "FCC Permit" shall mean a permit issued by the FCC to any Party to
     construct a facility to transmit signals over one or more ITFS, MDS or MMDS
     Channels.

              "FCC  Permittee"  shall  mean a person  who holds an FCC Permit as
     authorized by the FCC.

              "FCC  Proceeding"  means a Proceeding  relating to Applications or
     Licenses.

              "FCC Rules" means the rules and regulations promulgated by the FCC
     under  authority  of the  Act,  as set  forth in  Volume  47 of the Code of
     Federal Regulations.

              "Financial Statements" shall have the meaning set forth in Section
     2.5.

              "Fort Worth  Interest" shall have the meaning set forth in Section
     6.15.

              "Fort  Worth  System"  shall have the meaning set forth in Section
     3.1

              "GAAP" means generally accepted accounting principles in effect as
     of the  applicable  time or the  date of any  financial  statements  in the
     United  States  of  America.   The  term  "generally   accepted  accounting
     principles" shall mean accounting  principles which are (a) consistent with
     the principles promulgated or adopted by the Financial Accounting Standards
     Board and its predecessors as generally accepted accounting principles, and
     (b) such that a certified public  accountant  would,  insofar as the use of
     accounting  principles  is  pertinent,  be  in a  position  to  deliver  an
     unqualified  opinion as to financial  statements  in which such  principles
     have been properly applied.

              "GAAP  Liabilities"  means  liabilities  on the Closing Date which
     would be properly  reportable  on a balance sheet for AWS as of the Closing
     Date prepared in accordance with GAAP.

              "Governmental   Authority"  means  any  federal,   state,   local,
     municipal,  foreign  or other  government  or any  federal,  state or local
     regulatory authority.

              "Governmental Permits" means all licenses,  consents,  franchises,
     permits,  privileges,   immunities,   approvals,   certificates  and  other
     authorizations from a Governmental Authority to AWS or Subsidiary.

              "Hazardous  Substances"  means any substance:  (a) the presence of
     which  requires or may hereafter  require  notification,  investigation  or
     remediation  under  any  Environmental  Law;  (b)  which  is  defined  as a
     "hazardous  waste",   "hazardous  material"  or  "hazardous  substance"  or
     "pollutant"  or  "contaminant"  under any applicable  Environmental  Law or
     amendments  thereto,  including,   without  limitation,  the  Comprehensive
     Environmental  Response,  Compensation  and  Liability Act  ("CERCLA")  (42
     U.S.C.  Section 9601 et seq.),  the Resource  Conservation and Recovery Act
     ("RCRA") (42 U.S.C.  Section  6901 et seq.),  the Clean Air Act, (42 U.S.C.
     ss. 7401 et seq.) and any  Environmental Law applicable to any jurisdiction
     in which any Site(s) are located; (c) which is toxic, explosive, corrosive,
     flammable, infectious,  radioactive,  carcinogenic,  mutagenic or otherwise
     hazardous  and is  regulated  by any  Governmental  Authority;  (d) without
     limitation,  which  contains  gasoline,  diesel  fuel  or  other  petroleum
     hydrocarbons or volatile organic compounds;  (e) without limitation,  which
     contains polychlorinated  biphenyls (PCBs) or asbestos or urea formaldehyde
     foam  insulation;  or (f)  without  limitation,  which  contains  or  emits
     radioactive  particles,  waves  or  materials,   including  radon  gas  and
     electro-magnetic fields.

              "Heartland" shall have the meaning set forth in the Recitals.

              "Heartland Common Shares" means shares of common stock,  $.001 par
     value per share, Heartland Wireless Communications, Inc.

              "Heartland  Indemnitees"  shall  have  the  meaning  set  forth in
     Section 11.1.

              "Heartland  SEC  Filings"  shall  have the  meaning  set  forth in
     Section 4.7.

              "Holdback  Amount"  shall  have the  meaning  set forth in Section
     1.2(i).

              "HSR Act" shall mean the Hart-Scott-Rodino  Antitrust Improvements
     Act of 1976.

              "Initial  Amount"  shall  have the  meaning  set forth in  Section
     1.2(b).

              "Initial Consideration" means $30,500,000, as adjusted pursuant to
     Section 11.3.

              "Institution"   shall  mean  an   accredited   institution   or  a
     governmental  organization  engaged in the  formal  education  of  enrolled
     students,  or a non-profit  organization  whose  purposes are  educational,
     which is a qualified  applicant  for and has entered  into a Channel  Lease
     with AWS or any Subsidiary.

              "Intellectual  Property"  means all patents,  trademarks,  service
     marks,  tradenames,  copyrights,  licenses,  formulas,  computer  software,
     advertising,   technology,  advertising  slogans,  advertising  techniques,
     operating procedures, know-how, data and other intellectual property rights
     of AWS or any  Affiliate  of AWS  which  are used or  available  for use in
     connection with the Business.

              "IRS" means the Internal Revenue Service.

              "ITFS" means Instructional Television Fixed Service.

              "Joint  Venture"  means  a  joint  venture,  partnership,  limited
     liability  company or other  similar  arrangement,  whether  in  corporate,
     partnership  or other  legal  form;  provided  that in no event  shall  any
     corporate  Subsidiary  of any Person be considered a Joint Venture to which
     such Person is a party.

              "Knowledge" means (a) with respect to an individual "knowledge" of
     a particular  fact or other matter if such  individual is actually aware or
     has reason to know,  after due inquiry,  of such fact or other matter;  and
     (b) with respect to a Person (other than an  individual)  "knowledge"  of a
     particular  fact or other  matter if any  individual  who is  serving  as a
     director  or officer of such Person has  "knowledge"  of such fact or other
     matter.

              "Laidlaw" means Laidlaw Holdings, Inc.

              "Legal Requirement" means any federal,  state,  local,  municipal,
     foreign or other law, statute, legislation,  act, constitution,  ordinance,
     code, treaty,  rule,  regulation or FCC guideline  applicable to or against
     AWS or Subsidiary.

              "Liabilities"  means  damages,   obligations,   claims,   demands,
     judgments or  settlements of any nature or kind,  known or unknown,  fixed,
     accrued, absolute or contingent, liquidated or unliquidated,  including all
     costs and expenses (legal, accounting or otherwise).

              "Licenses"   means  all  FCC   licenses,   conditional   licenses,
     construction  permits,  authorizations  and approvals which are required to
     transmit commercial  programming,  educational programming or any other use
     currently authorized by law.

              "Liens" means any lien, pledge,  hypothecation,  charge, mortgage,
     deed of trust,  security  interest  or  encumbrance  against  any assets or
     properties of AWS or its Subsidiaries.

              "Manage  or  Management"  means the use,  possession,  processing,
     generation,  treatment,  storage,  disposal,  recycling,  transportation or
     arranging for the transportation of any Hazardous Substance.

              "Material  Adverse Effect" means any event or  circumstance  which
     results in or is reasonably  likely to result in a material  adverse change
     in (i) the financial condition,  business,  operations or properties of AWS
     or any Subsidiary, taken as a whole other than general economic change over
     which neither AWS nor any Subsidiary  has any control;  (ii) the ability of
     AWS  or  any  Subsidiary  prior  to  the  Effective  Time  to  perform  its
     obligations  under this Agreement,  or (iii) the validity or enforceability
     of this Agreement.

              "Material  Contracts"  shall have the meaning set forth in Section
     2.9.

              "Maximum Collar Price" means $26.00.

              "Maximum Termination Price" means $32.00.

              "MDS"  shall mean a  Multipoint  Distribution  Service,  including
     (unless otherwise specified),  the former Operational Fixed Service ("OFS")
     H-channels.

              "Memphis Market" shall have the meaning set forth in Section 6.12.

              "Memphis  Proceeds"  shall have the  meaning  set forth in Section
     6.18.

              "Merger" means the merger described in Section 1.1.

              "Merger Consideration" means $34,000,000.00.

              "Minimum Claim Amount" shall have the meaning set forth in Section
     11.1.

              "Minimum Collar Price" means $20.00.

              "Minimum Termination Price" means $12.00.

              "Minneapolis Interest" shall have the meaning set forth in Section
     6.15.

              "Minneapolis  System"  shall have the meaning set forth in Section
     3.1.

              "MMDS" means the Multichannel Multipoint Distribution Service.

              "Net Permitted  Liabilities" means (i) Permitted Liabilities minus
     (ii) cash held in deposit  accounts to be retained and available for use by
     the Surviving Corporation following the Merger.

              "Net Permitted  Liability Basket" shall have the meaning set forth
     in Section 11.1(a).

              "Non-Plan  Options"  shall have the  meaning  set forth in Section
     6.5(a).

              "Notice of Agreement"  shall have the meaning set forth in Section
     7.7.

              "Order"  means any  order,  judgment,  injunction,  or FCC  ruling
     issued,  made, entered or rendered by any court,  administrative  agency or
     other  Governmental  Authority  or by any  arbitrator  as to  which  AWS or
     Subsidiary is a party.

              "Outstanding  AWS  Shares"  shall  have the  meaning  set forth in
     Section 1.2(c).

              "PBGC" shall have the meaning set forth in Section 2.23(c).

              "Permitted   Liabilities"   shall   mean   the  sum  of  (i)  GAAP
     Liabilities,  (ii) Severance  Obligations  (excluding Severance Obligations
     which are  included  in the  calculation  of GAAP  Liabilities),  and (iii)
     twenty-five  percent  (25%)  of  the  indebtedness  of AWS  Minneapolis  to
     Heartland  outstanding  under that certain  promissory note in the original
     principal  amount of  $560,000  for the  purpose  of  repaying  the loan to
     Tsunami Capital Corporation.

              "Person" means any  individual,  corporation,  partnership,  joint
     venture, estate, trust, cooperative,  foundation, union, syndicate, league,
     consortium,   coalition,   committee,   society,  firm,  company  or  other
     enterprise,  association,  organization  or other  entity  or  Governmental
     Authority.

              "Pittsburgh  Sale  Agreement"  shall have the meaning set forth in
     Section 3.2.

              "Pittsburgh  System"  shall have the  meaning set forth in Section
     3.2.

              "Plans" shall have the meaning set forth in Section 2.23(a).

              "Potential  Claims"  shall have the  meaning  set forth in Section
     6.13.

              "Primary Claims" shall have the meaning set forth in Section 11.1.

              "Proceeding" means any suit, litigation,  arbitration,  proceeding
     (including any civil, criminal, administrative,  investigative or appellate
     proceeding or FCC Proceeding).

              "Proxy  Statement"  shall  have the  meaning  set forth in Section
     6.2(b).

              "Registration  Statement"  shall  have the  meaning  set  forth in
     Section 6.2(a).

              "Release"  means the releasing,  spilling,  leaking,  discharging,
     pumping,  pouring,  emitting,   emptying,   ejecting,   leaching,  dumping,
     disposing or allowing to escape any Hazardous Substance.

              "Rule 145  Affiliate"  shall have the meaning set forth in Section
     6.4.

              "SEC" means the United States Securities and Exchange Commission.

              "Secondary  Claims"  shall have the  meaning  set forth in Section
     11.1.

              "Secondary  Claim  Floor"  shall  have the  meaning  set  forth in
     Section 11.1.

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

              "Security  Agreement"  shall have the meaning set forth in Section
     10.4(c).

              "Severance  Obligations"  shall  have  the  meaning  set  forth in
     Section 2.28.

              "Site"  means a wireless  cable  television  site with  respect to
     which  AWS  is  operating  a  Wireless  Cable  Business  and   transmitting
     programming to subscribers in connection therewith.

              "Site Lease" shall mean an agreement  for the lease of real estate
     or tower space permitting the construction of a transmitter on a Site.

              "Site  Option"  shall  mean an  option  or right to  obtain a Site
     Lease.

              "Subsidiary"   means  AWS  Holdings,   AWS  Forth  Worth  and  AWS
     Minneapolis, or any other entity in which AWS has the ability to direct the
     management or affairs, excluding the Pittsburgh Venture.

              "Supplemental  Disclosure"  shall  have the  meaning  set forth in
     Section 12.11.

              "Surviving  Corporation"  shall  have  the  meaning  set  forth in
     Section 1.1.

              "Tax" or "Taxes" shall have the meaning set forth in Section 2.6.

              "TruVision" shall have the meaning set forth in Section 6.13.

              "US Trust" means U.S. Trust Company of Texas, N.A.

              "Voting  Trust  Agreement"  shall  have the  meaning  set forth in
     Section 8.6.

              "Wireless  Cable  Business"  means the  business  of  transmitting
     programming to subscribers through the use of MMDS, MDS or ITFS licenses.

              "Wireless Cable Television  Systems" means the Dallas, Fort Worth,
     Los Angeles,  Memphis and Minneapolis  wireless cable  television  systems,
     whether or not operational, and all assets relating thereto.

         12.2 Defined Terms. In this Agreement, all definitions shall be equally
applicable to both the singular and the plural forms.

ARTICLE 13.        MISCELLANEOUS.

         13.1 Expenses of the Transaction.  Each of AWS, Heartland and MergerSub
agrees to pay its own fees and expenses in  connection  with this  Agreement and
the transactions hereby contemplated.

         13.2 Further  Assurances.  Each of AWS,  Heartland and MergerSub agrees
that it will, at any time and from time to time after the Closing Date, upon the
request of the other party, do, execute,  acknowledge and deliver, or will cause
to be  done,  executed,  acknowledged  and  delivered,  all such  further  acts,
assignments, transfers, conveyances, powers of attorney and assurances as may be
reasonably  required from time to time in order to effectuate the provisions and
purposes of this Agreement.

         13.3 Notices. All notices or other communications required or permitted
hereunder  shall be in writing and shall be deemed given or  delivered  (a) when
delivered  personally  or by private  courier,  (b) when  actually  delivered by
registered  United States mail,  return receipt  requested,  or (c) when sent by
telecopy  (provided,  however,  that,  it is  telephonically  or  electronically
confirmed), addressed as follows:

         If to Heartland, to:

                   Heartland Wireless Communications, Inc.
                   902 N. Bowser, Suite 140
                   Richardson, Texas 75081
                   Attn:  John R. Bailey

         With copy to:

                   Arter, Hadden, Johnson & Bromberg
                   1717 Main Street, Suite 4100
                   Dallas, TX  75202
                   Attn:  Victor B. Zanetti

         If to AWS, to:

                   American Wireless Systems, Inc.
                   7426 E. Stetson Drive
                   Suite 220
                   Scottsdale, AZ  85251
                   Attn:  Steven G. Johnson

         With copy to:

                   O'Connor Cavanagh
                   One East Camelback Road
                   Suite 1100
                   Phoenix, AZ  85012
                   Attn:  Richard Stagg

or such other  address as such party may  indicate by a notice  delivered to the
other parties hereto in the manner herein provided.

         13.4  No Modification  Except in Writing.  This Agreement  shall not be
changed,  modified,  or  amended  except by a writing  signed by the party to be
charged  and this  Agreement  may not be  discharged  except by  performance  in
accordance  with  its  terms  or by a  writing  signed  by the  party  to  which
performance is to be rendered.

         13.5 Entire Agreement. This Agreement,  together with the Schedules and
Exhibits  hereto,  sets forth the entire agreement and  understanding  among the
parties as to the subject matter hereof.

         13.6   Severability.   If  any  provision  of  this  Agreement  or  the
application  of any provision  hereof to any person or in any  circumstances  is
held  invalid,  the  remainder of this  Agreement  and the  application  of such
provision to other  persons or  circumstances  shall not be affected  unless the
provision held invalid shall substantially  impair the benefits of the remaining
portions of this Agreement.

         13.7 Assignment.  This Agreement shall be binding upon and inure to the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns.  This Agreement may not be assigned by any party hereto except with the
prior written consent of the other parties. Any purported assignment contrary to
the terms of this Agreement shall be void.

         13.8  Publicity;  Announcements.  Except to the extent required by law,
prior  to  the  Closing  Date,  all  publicity   related  to  the   transactions
contemplated  hereby shall be subject to the mutual  approval of  Heartland  and
AWS; provided,  Heartland and AWS shall be entitled to disclose the transactions
contemplated  hereby  without the prior  approval  of the other,  but with prior
notice to the other, to the extent reasonably  necessary for Heartland or AWS to
comply with applicable securities laws.

         13.9  Choice of Law. This  Agreement  shall be deemed to have been made
in, and shall be construed in accordance with the laws of the State of Delaware,
and its  validity,  construction,  interpretation  and  legal  effect  shall  be
governed by the laws of the State of Delaware  applicable  to contracts  entered
into and performed entirely therein.

         13.10 Captions;  Construction. The captions appearing in this Agreement
are inserted  only as a matter of  convenience  and for  reference and in no way
define,  limit or describe the scope and intent of this  Agreement or any of the
provisions  hereof.  All uses of the term  "including"  shall  be  construed  as
descriptive  and not a limitation of the item  described.  All words used herein
shall be construed to be of such gender as the circumstances require.

         13.11  Schedules.  The  Schedules  referred to herein and  delivered to
Heartland  and/or MergerSub upon execution hereof are hereby made a part of this
Agreement.  All  Schedules  delivered to  Heartland  and/or  MergerSub  shall be
subject  to  modification  prior  to  the  Closing  Date,   provided  that  such
modifications  are  designated  as a  "Supplemental  Disclosure"  and  delivered
pursuant to notice given in accordance with Section 13.3.

         13.12  Counterparts.  This  Agreement  may be  executed  in one or more
counterparts, each of which shall be deemed an original. This Agreement may also
be executed by facsimile signature.

         IN  WITNESS  WHEREOF,  each of the  parties  hereto has  executed  this
Agreement as of the day and year first above written.

                                      AWS:

                                      AMERICAN WIRELESSS SYSTEMS, INC.

                                      By: /s/ Steve Johnson
                                         --------------------------------------
                                      Name:   Steve Johnson
                                      Title:  President, CEO

                                      HEARTLAND:

                                      HEARTLAND WIRELESS
                                      COMMUNICATIONS, INC.

                                      By: /s/ John R. Bailey
                                         --------------------------------------
                                      Name:   John R. Bailey
                                      Title:  CFO

                                      MERGERSUB:

                                      HEARTLAND MERGERSUB, INC.

                                      By: /s/ John R. Bailey
                                         --------------------------------------
                                      Name:   John R. Bailey
                                      Title:  CFO

                          AGREEMENT AND PLAN OF MERGER

                         dated as of September 11, 1995

                                    between

                        AMERICAN WIRELESS SYSTEMS, INC.
                            (a Delaware corporation)

                                      and

                           HEARTLAND MERGERSUB, INC.
                            (a Delaware corporation)

                                      and

                    HEARTLAND WIRELESS COMMUNICATIONS, INC.
                            (a Delaware corporation) 

Basic Info X:

Name: AGREEMENT AND PLAN
Type: Agreement and Plan
Date: Sept. 25, 1995
Company: AMERICAN WIRELESS SYSTEMS INC
State: Delaware

Other info:

Date:

  • 11th day of September , 1995
  • December 31 , 1992
  • February 28 , 1994
  • March 1 , 1994
  • fiscal quarter ended June 30 , 1995
  • August 4 , 1995
  • December 31 , 1994
  • March 31 , 1995
  • May 26 , 1995
  • January 31 , 1996
  • December 31 , 1993
  • April 29 , 1994
  • February 14 , 1993
  • September 11 , 1995

Organization:

  • Boards of Directors of AWS
  • Effective Time , MergerSub
  • Effective Time multiplied
  • AWS Share Value
  • Minimum Collar Price
  • Maximum Collar Price
  • Board of Directors and Officers of the Surviving Corporation
  • Heartland to Establish Escrow
  • Effective Time on Heartland Common Shares
  • Surviving Corporation and Heartland
  • AWS Holdings , Inc.
  • American Wireless System of Minneapolis , L.L.C.
  • AWS Fort Worth
  • Equipment and Facilities
  • Balance Sheet of AWS
  • Certain Activities and Services
  • Wireless Cable Business
  • Channel Lease Agreement
  • Department of Labor
  • Equal Employment Opportunity Commission
  • Pension Benefit Guaranty Corporation
  • Wireless Cable Television Systems
  • Heartland or Heartland
  • Fort Worth Markets
  • Pittsburgh Sale Agreement
  • the State of Delaware
  • Bylaws of Heartland
  • Bylaws of MergerSub
  • MergerSub or Heartland
  • Knowledge of Heartland
  • Escrow Note of AWS
  • Audit of Financial Statements
  • Resignation of Directors of AWS
  • Heartland and Heartland
  • Knowledge of AWS
  • AWS Common Stock
  • AWS Stock Options
  • AWS Stock Option Plans
  • Common Stock of AWS
  • Notification of Certain Matters
  • Federal Trade Commission
  • United States Department of Justice
  • D & O Insurance ; Release
  • TruVision Cable , Inc.
  • American Telecasting , Inc.
  • Acquisition of Certain Interests
  • Fort Worth Wireless Cable TV Associates
  • Termination of Certain Agreements
  • Sale of Pittsburgh System
  • No Material Adverse Change
  • Material Adverse Effect
  • Fort Worth Interest
  • Waiver of Conditions Precedent of AWS
  • AWS Obligations Performed
  • Maximum Termination Price
  • Waiver of Conditions Precedent of Heartland
  • MergerSub Obligations Performed
  • Minimum Termination Price
  • Heartland or MergerSub
  • Due Diligence Notice
  • Board of Directors of AWS
  • Fort Worth System
  • Potential Claim of TruVision
  • Secondary Claim Floor
  • Contingent Consideration and Initial Consideration
  • Daniels & Associates
  • Closing Share Price
  • Affiliate Transfer Consents
  • United States Copyright Office
  • Library of Congress
  • Delaware General Corporation Law
  • Federal Aviation Administration
  • Federal Communications Commission
  • Code of Federal Regulations
  • Financial Accounting Standards Board
  • Comprehensive Environmental Response
  • Internal Revenue Service
  • Instructional Television Fixed Service
  • Laidlaw Holdings , Inc.
  • Operational Fixed Service
  • Multichannel Multipoint Distribution Service
  • AWS Minneapolis to Heartland
  • Tsunami Capital Corporation
  • United States Securities and Exchange Commission
  • Heartland Wireless Communications , Inc.
  • Johnson & Bromberg
  • American Wireless Systems , Inc.
  • E. Stetson Drive Suite

Location:

  • Minnesota
  • Pennsylvania
  • AWS Minneapolis
  • Tennessee
  • AWS Fort Worth
  • California
  • Minneapolis Interest
  • Minneapolis System
  • State of Delaware
  • United States of America
  • Pittsburgh
  • U.S.
  • Los Angeles
  • Memphis
  • Texas
  • Dallas
  • TX
  • Scottsdale
  • Phoenix
  • AZ

Money:

  • $ 2,447,845
  • 4.8 million dollars
  • $ 7,250,000
  • $ 25,000
  • $ .01
  • $ 125,000
  • $ 50,000
  • $ 15,000,000
  • $ 10,000,000
  • $ 350,000
  • $ 150,000
  • $ 3,900,000
  • $ 100,000,000
  • $ 3,000,000
  • $ 1,800,000
  • $ 900,000
  • $ 250,000
  • $ 500,000
  • $ 3,500,000
  • $ .001
  • $ 30,500,000
  • $ 26.00
  • $ 32.00
  • $ 34,000,000.00
  • $ 20.00
  • $ 12.00
  • $ 560,000

Person:

  • Jeffrey D. Howes
  • Ernie Huls
  • Arthur Andersen
  • William Jenkins
  • N. Bowser
  • Richardson
  • Hadden
  • Victor B. Zanetti
  • Steven G. Johnson
  • O'Connor Cavanagh
  • Richard Stagg
  • Steve Johnson
  • John R. Bailey

Time:

  • 10:00 a.m.

Percent:

  • 20.01 %
  • 79.99 %
  • 75 %
  • 13 %
  • 10 %
  • one hundred percent 100 %
  • fifty percent 50 %
  • twenty-five percent
  • 25 %