Agreement, the Assignment Documents, the Commitment and the Escrow Agreement

 AGREEMENT AND PLAN OF REORGANIZATION

         THIS  AGREEMENT  AND  PLAN  OF  REORGANIZATION  ("Agreement")  is  made
effective as of August 1, 1995, between TRANSWORLD  TELECOMMUNICATIONS,  INC., a
Pennsylvania  corporation  ("Transworld")  and WIRELESS CABLE &  COMMUNICATIONS,
INC., a Nevada corporation ("Wireless").
                                                 R E C I T A L S:
         A.       Wireless was recently formed by Transworld.
         B. Pursuant to a plan of  reorganization  in accordance with ss.ss. 355
and  368(a)(1)(D) of the Internal  Revenue Code of 1986, as amended,  Transworld
intends to transfer  certain  assets and  liabilities  to Wireless in accordance
with the terms of the  Assignment and  Assumption  Agreement  dated of even date
herewith  and in the  form  attached  as  Exhibit  A  hereto,  as  well  as such
additional  documents of transfer as are necessary or  appropriate  to vest such
assets and liabilities in Wireless (collectively,  the "Assignment  Documents"),
in exchange for all of the  outstanding  shares of Wireless,  consisting  of 3.5
million Wireless common shares, par value $.01 (the "Wireless Shares").
         C.       Transworld  intends  to  transfer  the  Wireless Shares to its
shareholders on a non-pro  rata basis and in  accordance with the  terms of this
Agreement.
         NOW, THEREFORE, it is mutually agreed as follows:
         1.       Transfers to Wireless.  Transworld shall transfer, assign, and
deliver  to  Wireless  the  assets  set forth on  Schedule A to Exhibit A hereto
("Assets"),  subject to the  liabilities and  obligations  described  thereon or
arising from the ownership  thereof,  whether absolute,  accrued,  contingent or
otherwise  ("Liabilities"),  as of the Closing  Date,  as described  below.  Any
tangible portions of the

Assets shall be deemed to be transferred "as is," and without any warranty other
than any transferable manufacturer's warranties.
         2.  Closing.  The  closing of the  transactions  described  herein (the
"Closing") shall be held as soon as possible and within five business days after
the  satisfaction  of the  conditions  described  in  paragraph 4 (the  "Closing
Date"). The Closing shall be held at the offices of Parsons Behle & Latimer, 201
South Main Street, Suite 1800, Salt Lake City, Utah.
         3. Transfer of the Shares. Immediately after the transfer of the Assets
and  Liabilities to Wireless,  Transworld  shall  transfer to Fidelity  Transfer
Company, of Salt Lake City, Utah ("Fidelity"), all of the Wireless Shares, to be
held in escrow by Fidelity  for the benefit of the  shareholders  of  Transworld
pursuant to the terms of the Escrow  Agreement  in the form  attached  hereto as
Exhibit B. The Wireless  Shares shall be  transferred  to Fidelity in its escrow
capacity by delivery  to  Fidelity of a  certificate  in the name of Fidelity as
escrow agent for Transworld's shareholders.  The number of Wireless Shares to be
held by Fidelity for the benefit of each of Transworld's  shareholders  shall be
as set forth on  Schedule  A to the Escrow  Agreement.  No  fractional  Wireless
Shares  shall  be  issued  to  Transworld's  shareholders,  and  any  Transworld
shareholders  who would  otherwise  receive a  fractional  Wireless  Share shall
receive an additional  full Wireless  Share,  with the difference to be obtained
from the Wireless  Shares  otherwise due one or more of the  executive  officers
and/or  directors  of  Transworld.  All such  Wireless  Shares shall be held and
distributed by Fidelity in accordance with the terms of the Escrow Agreement.
         4.       Conditions  to  Closing.  The  parties'  obligations  to Close
hereunder   shall   be  conditioned  upon  the  satisfaction  of  the  following
conditions:
                  (a)      The execution and delivery by Transworld and Wireless
of the Assignment Documents;

                  (b)      The execution and delivery by Transworld and Fidelity
of the Escrow Agreement; and
                  (c) The negotiation,  execution and delivery by Transworld and
Wireless  of  a  funding   commitment  and  ancillary   documents  thereto  (the
"Commitment"),  pursuant to which  Transworld  shall agree to loan to  Wireless,
during the twelve  month  period  beginning  as of the  Closing  Date,  up to $1
million on  commercially  reasonable  terms for the purpose of building  out and
marketing wireless  television cable operations in the United States and foreign
countries, including, specifically, New Zealand.
         5. Securities Laws Filings.  Each of Wireless and Transworld shall take
all reasonable  actions  necessary to prepare and file, and shall cooperate with
one  another in the  preparation  and filing of, all  documents  and  statements
necessary or appropriate to (i) effectuate the  registration  by Wireless of the
Wireless Shares on Form 10 under the Securities Exchange Act of 1934, as amended
(the "Act"),  (ii) provide to  Transworld's  shareholders  disclosure  materials
materially in compliance with the  requirements of Regulations 14A and/or 14C of
the Act,  and (iii)  comply  with any other  federal  or state  securities  laws
requirements relating to the transactions described herein.
         6.       Warranties,  Representations   and   Agreements of Transworld.
Transworld represents,  warrants and  agrees that  the following  statements are
true, correct and complete:
                  (a)  Organizational   and  Good  Standing.   Transworld  is  a
corporation duly organized, validly existing and in good standing under the laws
of the Commonwealth of  Pennsylvania,  with full power and authority to execute,
deliver and perform the terms of this Agreement, the Commitment,  the Assignment
Documents and the Escrow Agreement. No authorization of, consent or approval by,
and no notice to, or filing with, any governmental  department,  commission,  or
instrumentality,  or any other  person,  is or will be  necessary  for the valid
execution  or  performance  by  Transworld  of this  Agreement,  the  Assignment
Documents, the

Commitment or the Escrow  Agreement,  or the  consummation  of the  transactions
contemplated hereby or thereby. Transworld is not subject to any agreement which
prohibits  or  would  be  breached  by the  execution  or  performance  of  this
Agreement,  the Assignment Documents, the Commitment or the Escrow Agreement, or
the  consummation  of the  transactions  contemplated  hereby or  thereby.  This
Agreement,  the Assignment  Documents,  the Commitment and the Escrow  Agreement
have been duly  authorized  by  Transworld  and,  when executed and delivered as
contemplated  hereby, will constitute its legal, valid and binding  obligations,
enforceable  in  accordance  with  their  respective   terms,   except  as  such
enforceability may be limited by applicable bankruptcy,  insolvency,  or similar
laws  affecting  the  enforcement  of  creditors'  rights  generally and general
principles of equity.
                  (b) Assets.  As of the Closing  Date,  Transworld  will be the
lawful  owner  of  the  Assets,  free  and  clear  of all  liens,  encumbrances,
restrictions  and  claims  of  every  kind,   except  for  the  Liabilities  and
imperfections  of title and  encumbrances,  restrictions and claims which do not
materially interfere with the present use or value of the Assets.
                  (c)  Transfer.  Subject to the  provisions  of this  Agreement
regarding the distribution of the Wireless Shares to Fidelity in accordance with
the terms of the Escrow  Agreement,  Transworld  will not transfer,  distribute,
assign or convey the Wireless Shares to any party other than its shareholders.
         7.       Warranties,  Representations  and  Agreements   of   Wireless.
Wireless represents, warrants and agrees that the following statements are true,
correct and complete:
                  (a) Organization and Good Standing.  Wireless is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Nevada,  with full power and authority to execute,  deliver and perform
the terms of this  Agreement,  the Commitment and the Assignment  Documents.  No
authorization  of,  consent or approval by, and notice to, or filing  with,  any
governmental department, commission, or instrumentality, or any other person, is
or will be

necessary for the valid  execution or performance by Wireless of this Agreement,
the  Assignment  Documents  or  the  Commitment,  or  the  consummation  of  the
transactions  contemplated  hereby or  thereby.  Wireless  is not subject to any
agreement  with  prohibits  or  which  would be  breached  by the  execution  or
performance of this Agreement,  the Assignment  Documents or the Commitment,  or
the  consummation  of the  transactions  contemplated  hereby or  thereby.  This
Agreement, the Assignment Documents and the Commitment have been duly authorized
by Wireless  and,  when  executed and  delivered as  contemplated  hereby,  will
constitute its legal, valid and binding  obligations,  enforceable in accordance
with their respective  terms,  except as such  enforceability  may be limited by
applicable  bankruptcy,  insolvency or similar laws effecting the enforcement of
creditors' rights generally and general principles of equity.
                  (b)  Wireless  Shares.  The  Wireless  Shares,  when issued at
Closing,  shall be duly  authorized  and issued,  fully paid and  non-assessable
common  shares  of  Wireless,  subject  to  no  liens,  restrictions,   options,
commitments or encumbrances  of any kind or character,  or any security or other
interest whatsoever.
         8.       Miscellaneous.
                  (a)  Further  Assurances.  Each of the parties  will  execute,
acknowledge  and  deliver,  and  cause to be done,  executed,  acknowledged  and
delivered,   without  further   consideration,   all  such  further   documents,
instruments, acts, assignments, transfers and assurances as shall be required in
order to carry out this Agreement,  the Assignment Documents, the Commitment and
the Escrow Agreement, and to give effect hereto and thereto.
                  (b) Successors and Assigns. This Agreement shall be binding on
and inure to the benefit of the parties hereto and their  respective  successors
and assigns,  provided that no party hereto may assign its rights or obligations
hereunder without the prior consent of the other party hereto.
There are no intended third party beneficiaries of this Agreement.

                  (c) No  Waiver.  This   Agreement   may  not  be  modified  or
discharged, nor  may  any  of its terms  be  waived, except  by an instrument in
writing, signed by the party to be charged.
                  (d) Counterparts. This Agreement may be executed in any number
of  counterparts,  and each such  counterpart will for all purposes be deemed an
original,  and all such counterparts shall together  constitute one and the same
instrument.  Facsimile  transmission of a counterpart signature shall constitute
delivery of an original counterpart signature.
                  (e)   Enforcement,   etc.  This   Agreement  was   negotiated,
documented and shall be performed in the State of Utah, which is the site of the
primary  business  office of each of  Transworld  and  Wireless.  The  validity,
enforcement and construction of this Agreement shall be governed in all respects
by the law  applicable  to  contracts  made and  intended to be performed in the
State of Utah. This Agreement  (including  exhibits and schedules hereto, all of
which are  incorporated  herein)  sets  forth the  entire  understanding  of the
parties hereto with respect to the subject matter hereof.
                  (f)      Captions.  Captions   are    inserted   herein    for
convenience only and will not be given any legal effect.
                  (g) Severability.  If any provision of this Agreement shall be
invalid,  or shall be inoperative or  unenforceable in any particular case, such
circumstances   shall  not  render  the  provision  invalid  or  inoperative  or
unenforceable  in any other case, or render any other provision herein contained
invalid, inoperative or unenforceable to any extent.
                  (h)  Indemnification.  Each of Wireless and Transworld  hereby
agrees to  indemnify  and hold the other  party  (and its  respective  officers,
directors,  employees and agents) harmless from any and all costs,  liabilities,
expenses  and  fees  (including  reasonable  attorneys  fees)  arising  from any
material breach of any representation or nonperformance by it hereunder.  In the
event  either  party is forced to enforce  the terms of this  Agreement  through
legal action, that party shall be entitled to

receive from the other party the costs and expenses of such enforcement  action,
including reasonable attorneys fees.
         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date set forth on the first page hereof.
                                            TRANSWORLD TELECOMMUNICATIONS, INC.

                                            By: /s/ Troy D'Ambrosio
                                            Its: Vice President

                                            WIRELESS CABLE AND COMMUNICATIONS,
                                            INC.

                                            By: /s/ Lance D'Ambrosio
                                            Its: President

 

Basic Info X:

Name: Agreement, the Assignment Documents, the Commitment and the Escrow Agreement
Type: Agreement, the Assignment Documents, the Commitment and the Escrow Agreement
Date: Dec. 31, 1996
Company: CONVERGENCE COMMUNICATIONS INC
State: Nevada

Other info:

Date:

  • August 1 , 1995

Organization:

  • Parsons Behle & Latimer
  • Fidelity Transfer Company
  • Agreements of Wireless
  • State of Nevada

Location:

  • Nevada
  • Salt Lake City
  • Wireless
  • United States
  • New Zealand
  • Pennsylvania
  • State of Utah

Money:

  • $ .01
  • $ 1 million

Person:

  • Troy D'Ambrosio
  • Lance D'Ambrosio