8-K

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                     ____________________________________

                                   FORM 8-K


                                CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 1, 1998   (June 30, 1998)

                          CAI WIRELESS SYSTEMS, INC.


            (Exact Name of Registrant as Specified in its Charter)





      Connecticut                            0-22888                             06-1324691
                                                             
    (State or other                 (Commission File Number)                    (IRS Employer
    jurisdiction of                                                          Identification No.)
    incorporation)





18 CORPORATE WOODS BLVD., THIRD FLOOR, ALBANY, NY 12211
(Address of principal executive offices)        (Zip Code)


Registrant's telephone number, including area code  (518) 462-2632





         (Former name or former address, if changed since last report)










                                       3







Item 5. OTHER EVENTS

            On June 30, 1998, the registrant commenced a solicitation of votes
with respect to a pre-packaged reorganization plan (the "Reorganization Plan"),
pursuant to which the registrant will restructure its financial obligations.
The solicitation is being sent to the holders of the registrant's 12-1/4%
Senior Notes due 2002 (the "Senior Notes") and certain other impaired
creditors.  The registrant has not yet commenced a reorganization case under
Chapter 11 of the U.S. Bankruptcy Code.  If it receives the requisite votes
indicating acceptance of its proposed reorganization plan, however, the
registrant intends to file a voluntary petition under Chapter 11 of the
Bankruptcy Code.  Although the Reorganization Plan was developed in the course
of discussions and negotiations with the registrant's senior lender and an
Unofficial Committee representing approximately 73% of the outstanding Senior
Notes, the Plan has not yet been approved or endorsed by any creditor or the
Unofficial Committee.

      Under the Company's proposed Reorganization Plan, holders of the Senior
Notes will receive approximately $16.4 million in cash, $100,000,000 of new
Senior Notes due 2004 and 91% of the equity of the reorganized CAI.  The holder
of CAI's $30,000,000 12% Subordinated Note and the holders of CAI's
Subordinated Promissory Notes due September 29, 2000 issued by CAI in
connection with the acquisition of wireless cable assets in the Baltimore and
Washington markets will receive their PRO RATA share of the remaining 9% of the
new common stock of the reorganized CAI.  The Reorganization Plan does not
provide any recovery for CAI's current common shareholders or other equity-
based interest holders.  CAI's trade creditors, including ALL ITFS or MMDS
licenseholders that lease excess capacity to CAI's various subsidiaries, will
remain unimpaired and be paid in the ordinary course of CAI's operations.  CAI
intends to continue to pay its employees wages and benefits.

      A copy of the Disclosure Statement, with exhibits, is filed as an exhibit
hereto.  The voting deadline for the solicitation is July 27, 1998.


Item 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

      C.  Exhibits

      99.1        Disclosure Statement dated as of June 30, 1998




                                   SIGNATURE

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


                                    CAI WIRELESS SYSTEMS, INC.



                                    By: S/JAMES P. ASHMAN
                                         James P. Ashman
                                         Executive Vice President and CFO

Date:  July 1, 1998

EX-1

THIS   SOLICITATION  IS  BEING  CONDUCTED  TO  OBTAIN  SUFFICIENT
ACCEPTANCES OF A JOINT REORGANIZATION PLAN PRIOR TO THE FILING OF VOLUNTARY
REORGANIZATION CASES UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE.
BECAUSE NO CHAPTER  11  CASES  HAVE  YET  BEEN  COMMENCED,  THIS DISCLOSURE
STATEMENT  HAS  NOT  BEEN  APPROVED  BY  THE BANKRUPTCY COURT AS CONTAINING
ADEQUATE  INFORMATION  WITHIN  THE  MEANING  OF   SECTION  1125(a)  OF  THE
BANKRUPTCY CODE.  FOLLOWING THE COMMENCEMENT OF THEIR CHAPTER 11 CASES, CAI
WIRELESS SYSTEMS, INC. AND PHILADELPHIA CHOICE TELEVISION,  INC.  EXPECT TO
PROMPTLY  SEEK  AN  ORDER  OF  THE  BANKRUPTCY COURT (i) APPROVING (a) THIS
DISCLOSURE STATEMENT AS HAVING CONTAINED  ADEQUATE  INFORMATION AND (b) THE
SOLICITATION OF VOTES AS HAVING BEEN IN COMPLIANCE WITH  SECTION 1126(b) OF
THE  BANKRUPTCY  CODE  AND  (ii)  CONFIRMING THE JOINT REORGANIZATION  PLAN
DESCRIBED HEREIN.



        DISCLOSURE STATEMENT

        DATED JUNE 30, 1998

        Pre-Petition Solicitation of Votes
        With Respect to Prepackaged Joint Reorganization Plan

        of

        CAI WIRELESS SYSTEMS, INC.

        AND

        PHILADELPHIA CHOICE TELEVISION, INC.

        from the holders of CAI Wireless Systems, Inc.'s

        12 1/4% SENIOR NOTES DUE 2002

        and certain other

        IMPAIRED CREDITORS



NEITHER CAI WIRELESS SYSTEMS, INC. NOR PHILADELPHIA CHOICE TELEVISION, INC.
HAS COMMENCED A CASE UNDER CHAPTER  11 OF THE BANKRUPTCY CODE AT THIS TIME.
THIS DISCLOSURE STATEMENT SOLICITS ACCEPTANCES  OF  THE  PLAN  AND CONTAINS
INFORMATION RELEVANT TO A DECISION TO ACCEPT OR REJECT THE PLAN.

THE VOTING DEADLINE TO ACCEPT OR REJECT THE PREPACKAGED REORGANIZATION PLAN
IS  5:00  P.M.  (EASTERN  TIME)  ON  JULY 27, 1998, UNLESS EXTENDED BY  THE
COMPANIES (THE "VOTING DEADLINE").  IN ORDER TO BE COUNTED, BALLOTS MUST BE
RECEIVED BY THE VOTING AGENT BY THE VOTING DEADLINE.




CAI Wireless Systems, Inc. ("CAI") and Philadelphia Choice Television, Inc.
("PCT"  and,  together  with  CAI,  the "Companies")  are  furnishing  this
Disclosure Statement and the Exhibits  hereto, the accompanying Ballots and
Master Ballots, and the related materials  delivered  herewith  pursuant to
Section 1126(b) of the United States Bankruptcy Code, 11 U.S.C. Sections 
101-1330, as  amended  (the "Bankruptcy Code"), in connection with their 
solicitation (the "Solicitation")  of  acceptances  of  the  proposed  
prepackaged joint reorganization  plan  described  herein  (the  "Plan," 
a copy of  which  is annexed  to  this Disclosure Statement as Exhibit  A).
CAI  and  PCT  are soliciting such  acceptances  from  all impaired creditors
entitled to vote under the Plan and Section 1126 of the Bankruptcy Code.

The Companies are furnishing this Disclosure  Statement  to  each  impaired
creditor  entitled  to  vote  to accept or reject the Plan.  The Disclosure
Statement is to be used by each such creditor solely in connection with its
evaluation of the Plan; use of  the  Disclosure  Statement  for  any  other
purpose  is not authorized.  The Disclosure Statement may not be reproduced
or provided to others (other than to those advisors of any recipient of the
Disclosure  Statement  who  may  review the information contained herein to
assist such recipient in its evaluation  of  the  Plan)  without  the prior
written consent of CAI.

The Companies have not commenced reorganization cases under Chapter  11  of
the  Bankruptcy  Code  as  of  the  date of this Disclosure Statement.  If,
however,  the  Companies  receive properly  completed  Ballots  and  Master
Ballots (that are not subsequently  revoked)  indicating  acceptance of the
Plan  in  sufficient  number  and  amount  to  meet the voting requirements
prescribed  by  Section  1126  of  the  Bankruptcy  Code   (the  "Requisite
Acceptances"), they intend to file (but hereby expressly reserve  the right
not to file) with a United States Bankruptcy Court voluntary petitions  for
relief  under  Chapter  11 of the Bankruptcy Code, and to seek, as promptly
thereafter as practicable, confirmation of the Plan.  The Consummation Date
is expected to occur shortly  following  the Bankruptcy Court's entry of an
order  confirming  the  Plan  (the "Confirmation  Order").   CAI  does  not
presently intend to commence a case under Chapter 11 of the Bankruptcy Code
with respect to any of its Subsidiaries  other  than PCT, or to include any
of its other Subsidiaries in its Chapter 11 case.

In  the  event  that  the  Requisite Acceptances are not  received,  or  if
received are subsequently revoked, in either case, prior to the termination
of the Solicitation, the Companies hereby reserve the absolute right to use
any  and  all Ballots and Master  Ballots  accepting  the  Plan  that  were
received pursuant  to  the  Solicitation,  and not subsequently revoked, to
seek confirmation of the Plan (or of any modification thereof that does not
materially and adversely affect the treatment  of  the  class(es) of Claims
with respect to which such Ballots or Master Ballots were cast) pursuant to
Section 1129(b) of the Bankruptcy Code.  See Section VIII.E.3  --  "Summary
of  the Plan -- Confirmation of the Plan -- Confirmation Without Acceptance
of All Impaired Classes" below.

        _____________________________

THE PLAN  PROVIDES  FOR,  AMONG  OTHER THINGS, (i) CERTAIN DISTRIBUTIONS OF
CASH, (ii) THE ISSUANCE BY REORGANIZED  CAI OF (a) THE NEW SENIOR NOTES AND
NEW COMMON STOCK FOR DISTRIBUTION TO CERTAIN  HOLDERS OF CLAIMS AGAINST CAI
AND  (b)  OPTIONS  TO  PURCHASE NEW COMMON STOCK FOR  DISTRIBUTION  TO  THE
COMPANIES' FINANCIAL ADVISORS  AND CERTAIN MEMBERS OF THE SENIOR MANAGEMENT
OF REORGANIZED CAI, (iii) THE SALE  AND  ASSIGNMENT BY CAI OF APPROXIMATELY
16 CONTRACTS TO PROVIDE CABLE TELEVISION SERVICE  TO VARIOUS MULTI-DWELLING
UNITS IN THE PHILADELPHIA MARKET, AND (iv) THE DISTRIBUTION OF THE PROCEEDS
OF THE SALE AND ASSIGNMENT BY PCT OF APPROXIMATELY  48 CONTRACTS TO PROVIDE
CABLE   TELEVISION   SERVICE  TO  VARIOUS  MULTI-DWELLING  UNITS   IN   THE
PHILADELPHIA MARKET.   BECAUSE  ACCEPTANCE  OF  THE  PLAN  WILL  CONSTITUTE
ACCEPTANCE  OF  ALL THE PROVISIONS THEREOF, CREDITORS ARE URGED TO CONSIDER
CAREFULLY THE INFORMATION  REGARDING TREATMENT OF THEIR CLAIMS CONTAINED IN
THIS DISCLOSURE STATEMENT.

THE COMPANIES INTEND TO CONTINUE  OPERATING THEIR BUSINESSES  IN CHAPTER 11
IN THE ORDINARY COURSE AND TO SEEK  TO OBTAIN THE NECESSARY RELIEF FROM THE
BANKRUPTCY COURT TO PAY THEIR EMPLOYEES, TRADE, AND CERTAIN OTHER CREDITORS
IN FULL AND ON TIME.  THE CLAIMS OF THE  FEDERAL COMMUNICATIONS COMMISSION,
THE  COMPANIES'  EMPLOYEES, GENERAL UNSECURED  CREDITORS  (INCLUDING  TRADE
CREDITORS, LICENSORS, AND LESSORS),  AND SECURED CREDITORS ARE NOT IMPAIRED
UNDER THE PLAN.

THE CONFIRMATION AND  EFFECTIVENESS  OF  THE  PLAN  ARE SUBJECT TO MATERIAL
CONDITIONS  PRECEDENT.  SEE SECTION VIII.E.4 -- "SUMMARY  OF  THE  PLAN  --
CONFIRMATION  OF  THE PLAN -- CONDITIONS TO CONFIRMATION AND CONSUMMATION."
THERE CAN BE NO ASSURANCE THAT THOSE CONDITIONS WILL BE SATISFIED.



THE COMPANIES PRESENTLY  INTEND TO SEEK TO CONSUMMATE THE PLAN AND TO CAUSE
THE CONSUMMATION DATE TO OCCUR  PROMPTLY  AFTER  CONFIRMATION  OF THE PLAN.
THERE CAN BE NO ASSURANCE, HOWEVER, AS TO WHEN AND WHETHER CONFIRMATION  OF
THE  PLAN  AND  THE  CONSUMMATION DATE ACTUALLY WILL OCCUR.  PROCEDURES FOR
DISTRIBUTIONS UNDER THE PLAN, INCLUDING MATTERS THAT ARE EXPECTED TO AFFECT
THE TIMING OF THE RECEIPT  OF DISTRIBUTIONS BY HOLDERS OF CLAIMS IN CERTAIN
CLASSES  AND  THAT COULD AFFECT  THE  AMOUNT  OF  DISTRIBUTIONS  ULTIMATELY
RECEIVED BY SUCH  HOLDERS, ARE DESCRIBED IN SECTION VIII.D.6 -- "SUMMARY OF
THE PLAN -- SUMMARY  OF OTHER PROVISIONS OF THE PLAN -- DISTRIBUTIONS UNDER
THE PLAN."

THE TERMS OF THE PLAN  HAVE BEEN DEVELOPED IN THE COURSE OF DISCUSSIONS AND
NEGOTIATIONS WITH (i) MLGAF,  THE  HOLDER  OF  THE  COMPANIES'  13%  SENIOR
SECURED  NOTES  (THE  "SECURED  NOTES"), (ii)  AN UNOFFICIAL COMMITTEE (THE
"UNOFFICIAL NOTEHOLDERS' COMMITTEE")  COMPRISED OF CERTAIN HOLDERS OF CAI'S
12 1/4% SENIOR NOTES DUE 2002 (THE "SENIOR NOTES") WHO COLLECTIVELY HOLD OR
MANAGE APPROXIMATELY 73% OF THE SENIOR NOTES, AND (iii)  THE  HOLDER OF THE
COMPANIES' 12% SUBORDINATED NOTE DUE OCTOBER 1, 2005 (THE "12% SUBORDINATED
NOTE").  ALTHOUGH THE PLAN AND VARIOUS RELATED MATTERS REFERRED  TO IN THIS
DISCLOSURE  STATEMENT  HAVE BEEN REVIEWED BY AND DISCUSSED WITH MLGAF,  THE
UNOFFICIAL NOTEHOLDERS'  COMMITTEE,  AND  THEIR RESPECTIVE REPRESENTATIVES,
AND  REFLECT  TO  SOME EXTENT THE VIEWS OF THOSE  PARTIES,  THE  UNOFFICIAL
NOTEHOLDERS' COMMITTEE HAS NOT APPROVED OR ENDORSED THE PLAN OR RECOMMENDED
THAT OTHER HOLDERS OF SENIOR NOTES VOTE TO ACCEPT THE PLAN.

THE BOARDS OF DIRECTORS  OF  THE  COMPANIES  HAVE  APPROVED  THE  PLAN  AND
RECOMMEND  THAT  THE HOLDERS OF CLAIMS ENTITLED TO VOTE ON THE PLAN VOTE TO
ACCEPT THE PLAN.

        _____________________________

IF THE PLAN IS NOT  CONFIRMED  AND  CONSUMMATED, THE COMPANIES BELIEVE THAT
THERE IS SUBSTANTIAL DOUBT ABOUT THEIR  ABILITY (AND THE ABILITY OF CERTAIN
SUBSIDIARIES OR AFFILIATES) TO CONTINUE AS  GOING  CONCERNS.   CAI BELIEVES
THAT  IF  THE  PLAN  IS  NOT  CONFIRMED  AND  CONSUMMATED, CAI (AND CERTAIN
SUBSIDIARIES OR AFFILIATES) WOULD HAVE TO FILE  PETITIONS  UNDER CHAPTER 11
OF  THE  BANKRUPTCY CODE, IF THEY HAVE NOT ALREADY DONE SO.  THE  COMPANIES
HAVE ARRANGED  FOR  FINANCING UNDER THE DIP FACILITY (AS DEFINED HEREIN) IN
CONNECTION WITH THE PLAN  AND  BELIEVE THAT SUCH FINANCING (i) IS NECESSARY
TO CONSUMMATE THE PLAN AND (ii)  MAY  NOT  BE AVAILABLE IN A CASE UNDER THE
BANKRUPTCY  CODE  THAT  DOES NOT HAVE A PRE-PACKAGED  REORGANIZATION  PLAN.
WITHOUT ADDITIONAL FINANCING,  THERE CAN BE NO ASSURANCE THAT THE COMPANIES
WILL BE ABLE TO EMERGE FROM A CASE UNDER CHAPTER 11 OF THE BANKRUPTCY CODE,
AND THE COMPANIES (AND CERTAIN SUBSIDIARIES  OR  AFFILIATES)  MAY BE FORCED
INTO  A LIQUIDATION UNDER CHAPTER 7 OF THE BANKRUPTCY CODE.  THE  COMPANIES
BELIEVE  THAT  IF  THEY  ARE  LIQUIDATED  UNDER CHAPTER 7, THE VALUE OF THE
ASSETS AVAILABLE FOR PAYMENT OF CREDITORS WOULD BE SIGNIFICANTLY LOWER THAN
THE VALUE OF THE DISTRIBUTIONS CONTEMPLATED  BY  AND  UNDER  THE PLAN.  SEE
SECTION  XIV.C  --  "FEASIBILITY  OF  THE  PLAN  AND THE BEST INTERESTS  OF
CREDITORS TEST -- LIQUIDATION ANALYSIS" BELOW.

        _____________________________

THE  COMPANIES  BELIEVE  THAT THE PLAN IS IN THE BEST  INTERESTS  OF  THEIR
CREDITORS.  ACCORDINGLY, CREDITORS  ENTITLED  TO VOTE ON THE PLAN ARE URGED
TO  VOTE  IN  FAVOR OF THE PLAN.  (VOTING INSTRUCTIONS  ARE  SET  FORTH  IN
SECTION XVI OF THIS DISCLOSURE STATEMENT.)  TO BE COUNTED, YOUR BALLOT MUST
BE DULY COMPLETED, EXECUTED, AND ACTUALLY RECEIVED NO LATER THAN 5:00 P.M.,
EASTERN TIME, ON  JULY  27,  1998.   CREDITORS  ARE  ENCOURAGED TO READ AND
CONSIDER  CAREFULLY  THIS ENTIRE DISCLOSURE STATEMENT, INCLUDING  THE  PLAN
ANNEXED HERETO AS EXHIBIT  A  AND  THE MATTERS DESCRIBED IN THIS DISCLOSURE
STATEMENT UNDER "CERTAIN RISK FACTORS," PRIOR TO VOTING.

IN  MAKING  AN  INVESTMENT  DECISION, CREDITORS  MUST  RELY  ON  THEIR  OWN
EXAMINATION OF THE COMPANIES  AND  THE  TERMS  OF  THE  PLAN, INCLUDING THE
MERITS AND RISKS INVOLVED.  CREDITORS SHOULD NOT CONSTRUE  THE  CONTENTS OF
THIS  DISCLOSURE STATEMENT AS PROVIDING ANY LEGAL, BUSINESS, FINANCIAL,  OR
TAX ADVICE.   EACH  CREDITOR  SHOULD  CONSULT WITH ITS OWN LEGAL, BUSINESS,
FINANCIAL, AND TAX ADVISORS WITH RESPECT  TO  ANY  SUCH  MATTERS CONCERNING
THIS DISCLOSURE STATEMENT, THE SOLICITATION, THE PLAN AND  THE TRANSACTIONS
CONTEMPLATED THEREBY.  SEE SECTION XI -- "CERTAIN FACTORS TO BE CONSIDERED"
FOR A DISCUSSION OF VARIOUS FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION
WITH AN INVESTMENT DECISION.

        _____________________________

THIS DISCLOSURE STATEMENT HAS NOT BEEN FILED WITH OR REVIEWED  BY, AND  THE
NEW SENIOR NOTES AND NEW COMMON STOCK TO BE ISSUED ON THE CONSUMMATION DATE
WILL NOT HAVE BEEN THE SUBJECT OF A REGISTRATION STATEMENT FILED WITH,  THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR ANY SECURITIES REGULATORY
AUTHORITY  OF  ANY STATE UNDER THE SECURITIES ACT OF 1933, AS AMENDED  (THE
"SECURITIES ACT")  OR  UNDER  ANY STATE SECURITIES OR "BLUE SKY" LAWS.  THE
PLAN  HAS  NOT  BEEN  APPROVED OR DISAPPROVED  BY  THE  SEC  OR  ANY  STATE
SECURITIES COMMISSION,  AND  NEITHER  THE  SEC  NOR  ANY  STATE  SECURITIES
COMMISSION  HAS  PASSED  UPON  THE  ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED  HEREIN.   ANY REPRESENTATION  TO  THE  CONTRARY  IS  A  CRIMINAL
OFFENSE.   THIS DISCLOSURE  STATEMENT  DOES  NOT  CONSTITUTE  AN  OFFER  OR
SOLICITATION  IN  ANY  STATE  OR  OTHER JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED.

CAI IS RELYING ON SECTION 3(a)(9) OF  THE  SECURITIES ACT AND SIMILAR STATE
LAW PROVISIONS, AND TO THE EXTENT APPLICABLE,  ON  THE  EXEMPTION  FROM THE
SECURITIES  ACT  AND  EQUIVALENT STATE LAW REGISTRATION PROVIDED BY SECTION
1145(a)(1) OF THE BANKRUPTCY  CODE,  TO  EXEMPT FROM REGISTRATION UNDER THE
SECURITIES LAWS THE OFFER OF THE NEW SENIOR NOTES AND NEW COMMON STOCK THAT
MAY BE DEEMED TO BE MADE PURSUANT TO THE SOLICITATION.   SEE SECTION XII --
"SECURITIES  TO BE ISSUED IN CONNECTION WITH THE PLAN" FOR  INFORMATION  ON
CERTAIN REGISTRATION RIGHTS TO BE GRANTED TO RECIPIENTS OF NEW SENIOR NOTES
AND NEW COMMON STOCK.

THIS  DISCLOSURE   STATEMENT   CONTAINS   PROJECTED  FINANCIAL  INFORMATION
REGARDING  THE  REORGANIZED  COMPANIES  AND CERTAIN  OTHER  FORWARD-LOOKING
STATEMENTS, ALL OF WHICH ARE BASED ON VARIOUS  ESTIMATES  AND  ASSUMPTIONS.
SUCH  INFORMATION AND STATEMENTS ARE SUBJECT TO INHERENT UNCERTAINTIES  AND
TO A WIDE VARIETY OF SIGNIFICANT BUSINESS, ECONOMIC, AND COMPETITIVE RISKS,
INCLUDING,  AMONG  OTHERS,  THOSE  SUMMARIZED  HEREIN.   SEE  SECTION XI --
"CERTAIN   FACTORS   TO   BE  CONSIDERED."   CONSEQUENTLY,  ACTUAL  EVENTS,
CIRCUMSTANCES, EFFECTS, AND  RESULTS  MAY  VARY  SIGNIFICANTLY  FROM  THOSE
INCLUDED  IN  OR  CONTEMPLATED  BY  THE PROJECTED FINANCIAL INFORMATION AND
OTHER FORWARD-LOOKING STATEMENTS CONTAINED HEREIN WHICH, THEREFORE, ARE NOT
NECESSARILY INDICATIVE OF THE FUTURE  FINANCIAL  CONDITION  OR  RESULTS  OF
OPERATIONS  OF  THE  COMPANIES  OR REORGANIZED COMPANIES AND  SHOULD NOT BE
REGARDED AS REPRESENTATIONS BY THE  COMPANIES, THEIR ADVISORS, OR ANY OTHER
PERSONS THAT THE PROJECTED FINANCIAL  CONDITION  OR  RESULTS CAN OR WILL BE
ACHIEVED.   FORWARD-LOOKING  STATEMENTS  ARE  PROVIDED IN  THIS  DISCLOSURE
STATEMENT  PURSUANT  TO  THE  SAFE  HARBOR ESTABLISHED  UNDER  THE  PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995  AND  SHOULD  BE  EVALUATED IN THE
CONTEXT  OF THE ESTIMATES, ASSUMPTIONS, UNCERTAINTIES, AND RISKS  DESCRIBED
HEREIN.

Except as  set  forth in Section XVI.J "The Solicitation; Voting Procedures
- -- Further Information;  Additional  Copies"  below,  no  person  has  been
authorized by the Companies in connection with the Plan or the Solicitation
to  give  any  information  or  to  make  any  representation other than as
contained in this Disclosure Statement and the Exhibits  annexed  hereto or
incorporated  by  reference  or  referred to herein, and, if given or made,
such information or representation  may  not  be relied upon as having been
authorized by the Companies.  This Disclosure Statement does not constitute
an  offer to sell or the solicitation of an offer  to  buy  any  securities
other than those to which it relates, or an offer to sell or a solicitation
of an  offer  to buy any securities in any jurisdiction in which, or to any
person to whom, it is unlawful to make such offer or solicitation.

The statements  contained  in  this Disclosure Statement are made as of the
date hereof, and neither the delivery  of this Disclosure Statement nor any
exchange of Existing Securities made pursuant  to  the Plan will, under any
circumstance, create any implication that the information  contained herein
is  correct  at  any time subsequent to the date hereof.  Any estimates  of
Claims and Interests  set  forth in this Disclosure Statement may vary from
the amounts of Claims or Interests  ultimately  allowed  by  the Bankruptcy
Court.

The summaries of the Plan and other documents contained in this  Disclosure
Statement are qualified in their entirety by reference to the Plan  itself,
the  exhibits thereto and all documents described therein.  The information
contained  in this Disclosure Statement, including, but not limited to, the
information  regarding  the  history,  businesses,  and  operations  of the
Companies,  the  historical  and  projected  financial  information  of the
Companies (including the projected results of operations of the Reorganized
Companies)  and  the  liquidation  analysis  relating  to  the Companies is
included herein for purposes of soliciting acceptances of the  Plan.  As to
contested  matters,  however,  such  information is not to be construed  as
admissions or stipulations but rather  as  statements  made  in  settlement
negotiations.


        TABLE OF CONTENTS


     Page
TABLE OF EXHIBITS
GLOSSARY
I.  INTRODUCTION
A.  Definitions
B.  The Solicitation
C.  The Plan
D.  Summary Of Classification And Treatment Of Claims And Equity Interests
E.  The Confirmation Hearing
II.  GENERAL INFORMATION
A.  Introduction
B.  CAI
C.  History Of CAI
1.  General
2.  Use of the MMDS Spectrum
3.  Investment in CS Wireless
4.  Interim Financing
5.  The Securities Action
D.  Recent Developments
1.  Extension of Maturity of Secured Notes
2.  De-listing by Nasdaq of Old Common Stock
3.  Attempts to Identify Strategic Partner
4.  Negotiations with Unofficial Noteholders' Committee
E.  PCT
1.  Acquisition by CAI of ACS Enterprises, Inc.
2.  Operations of PCT
F.  Regulation In The Wireless Industry
1.  General
2.  Licensing Procedures
3.  Change in Control Issues
4.  Interference Issues
5.  Certain Legislation Affecting the Wireless Cable Industry
6.  Copyright
Retransmission Consent
G.  Purposes And Effects Of The Plan
III.  BUSINESS PLANS FOR THE REORGANIZED COMPANIES
A.  Business And Operating Strategies Of CAI
1.  General
2.  Wireless Broadband Network
3.  Digital Subscription Video
4.  High-speed Data Services
5.  Telephony Services
6.  Analog-based Subscription Video
B.  Risk Factors Related To CAI's Business Plan
1.  Competition and Technology
2.  Dependence on Channel Leases and Licenses; Need for License Extensions
3.  Highly Competitive Businesses
4.  Competitive Pressures of Rapid Changes in Technology
5.  Need for Additional Financing for Operations
6.  New Business Strategy/Strategic Partner
C.  Business And Operations of PCT
IV.  CORPORATE STRUCTURE AND MANAGEMENT OF THE COMPANIES
A.  Board Of Directors Of CAI
B.  Management Of CAI
C.  Board Of Directors And Management Of PCT
D.  Employment Agreements
E.  Executive Severance Plan
F.  Transactions With Affiliates
G.  Directors And Officers Of The Reorganized Companies
H.  Management Options
V.  REASONS FOR THE SOLICITATION; RECOMMENDATION
VI.  SUMMARY OF VOTING PROCEDURES
VII.  ANTICIPATED EVENTS DURING THE CHAPTER 11 CASE
A.  Commencement Of The Chapter 11 Case
1.   Applications  for  Retention of the Companies' Professionals; Ordinary
Course Professionals
2.  Motion to Waive Filing of Schedules and Statement of Financial Affairs
3.  Motion to Mail Notices  and  Provide  Publication Notice of Section 341
Meeting to Unimpaired Creditors
4.    Motion  to  Approve  Pre-Petition  Solicitation   and   to   Schedule
Confirmation Hearing
5.  Motion to Continue Using Existing Cash Management System
6.  Motion  for  Authority to Pay Pre-Petition Trade Claims in the Ordinary
Course of Business
7.  Motion for Authority to Pay Pre-Petition Employee Wages and Benefits
8.  Motion for Authority  to  Incur Post-Petition Indebtedness and Use Cash
Collateral
9.  Motion for Authority for the Companies to Sell MDU Assets to OnePoint
B.  Anticipated Timetable For The Chapter 11 Case
VIII.  SUMMARY OF THE PLAN
A.  Introduction
B.  Voting On The Plan
1.  Voting Deadline
2.  Creditors Entitled To Vote On The Plan
3.  Vote Required For Class Acceptance
4.  Counting Of Ballots And Master  Ballots  For  Determining Acceptance Of
The Plan
C.  Certain Matters Regarding Classification And Treatment  Of  Claims  And
Interests
1.  Unclassified Claims
2.  Unimpaired Classes of Claims Against CAI
3.  Impaired Classes of Claims Against CAI
4.  Impaired Class of Interests in CAI
5.  Unimpaired Classes of Claims Against PCT
6.  Impaired Class of Claims Against PCT
7.  Unimpaired Class of Interests in PCT
D.  Summary Of Other Provisions Of The Plan
1.  Exit Financing
2.  Releases and Satisfaction of Subordination Rights
3.  Continued Corporate Existence
4.  Sale Of MDU Assets By the Companies
5.  Revesting of Assets
6.  Distributions Under the Plan
7.   Resolution  and  Treatment  of  Disputed, Contingent, and Unliquidated
Claims
8.  Surrender and Cancellation of Securities or Instruments
9.  Treatment of Executory Contracts and Unexpired Leases
10.  Retention of Jurisdiction
11.  Bar Dates For Certain Claims
12.  Miscellaneous
E.  Confirmation Of The Plan
1.  Confirmation Hearing
2.  Requirements for Confirmation of the Plan
3.  Confirmation Without Acceptance of All Impaired Classes --
4.  Conditions to Confirmation and Consummation
5.  Modifications and Amendments
F.  Effects Of Confirmation
1.  Binding Effect
2.  Discharge Of The Companies
3.  Permanent Injunction
4.  Exculpation and Limitation on Liability
IX.  TREATMENT OF TRADE CREDITORS AND EMPLOYEES DURING THE CHAPTER 11 CASE
A.  Trade Creditors
B.  Employees
X.  FINANCING DURING AND AFTER THE CHAPTER 11 CASE
A.  The DIP Facility
1.  General
2.  Security
3.  Covenants
4.  Events of Default
5.  Additional Significant Provisions
B.  Use Of Cash Collateral
C.  The New Senior Secured Facility
XI.  CERTAIN FACTORS TO BE CONSIDERED
A.  Maintenance Of Operations And Post-Petition Financing
B.  Certain Bankruptcy Considerations
1.  General
2.  Effect on Non-Filing Subsidiaries or Affiliates
3.  Failure to Receive Requisite Acceptances
4.  Failure to Confirm the Plan
5.  Failure to Consummate the Plan
C.  Certain Tax Considerations
D.  Inherent Uncertainty Of Financial Projections
E.  Dividends
F.  Competition
XII.  SECURITIES TO BE ISSUED IN CONNECTION WITH THE PLAN
A.  Description Of Securities To Be Issued
1.  New Senior Notes
2.  New Common Stock
3.  Management Options
B.  Resale Of Securities Of Reorganized CAI
1.  Registration of Securities
2.  Registration Rights Agreement
3.  Lack of Established Market for New Securities
XIII.  CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN
A.  Federal Income Tax Consequences To The Companies
1.  Cancellation of Indebtedness Income
2.  Amount and Utilization of Net Operating Loss Carryforwards
3.   Deductions  of  Accrued  Interest  and   Original  Issue  Discount  by
Reorganized CAI
4.  Tax Classification of the New Senior Notes
5.  Alternative Minimum Tax
B.  Federal Income Tax Consequences To Holders Of Claims
1.  Classes CAI-1, CAI-2, and CAI-3; Classes PCT-1, PCT-2, and PCT-3
2.  Class CAI-5 Senior Note Claims; Classes CAI-6  and  PCT-5  Subordinated
Note Claims
XIV.  FEASIBILITY OF THE PLAN AND THE BEST INTERESTS OF CREDITORS TEST
A.  Feasibility Of The Plan
B.  Best Interests Test
C.  Liquidation Analysis
D.  Valuation Of Reorganized CAI
1.  Valuation Overview
2.  Methodology
3.  Valuation of Reorganized CAI
XV.  ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN
A.  Commencement Of A
B.  Alternative Plan(s)
C.  Liquidation Under Chapter 7 Or Chapter 11
XVI.  THE SOLICITATION; VOTING PROCEDURES
A.  Voting Deadline
B.  Voting Procedures
C.  Special Note For Holders of Senior Notes
1.  Beneficial Owners
2.  Nominees
3.  Securities Clearing Agencies
4.  Miscellaneous
5.  Delivery of Senior Notes
D.  Fiduciaries And Other Representatives
E.  Parties In Interest Entitled To Vote
F.  Classes Impaired Under The Plan
G.  Agreements Upon Furnishing Ballots
H.  Waivers Of Defects, Irregularities, Etc.
I.  Withdrawal Of Ballots; Revocation
J.  Further Information; Additional Copies
XVII.  FINANCIAL ADVISORS; VOTING AGENT; FEES AND EXPENSES
XVIII.  RECOMMENDATION AND CONCLUSION



        TABLE OF EXHIBITS


Exhibit                                 Name

A               Reorganization  Plan  Of  CAI  Wireless  Systems, Inc.  And
                Philadelphia Choice Television, Inc.

B               Form 10-K For CAI For Fiscal Year Ended March 31, 1998

C               Description of New Senior Notes

D               Liquidation Analysis

E               Projected Financial Information




        GLOSSARY

ACS                     ACS Enterprises, Inc.

Administrative Claim    a Claim for payment of an administrative expense of
a kind specified in Section 503(b) or 1114(e)(2) of the Bankruptcy Code and
entitled to priority pursuant to Section 507(a)(1) of the  Bankruptcy Code,
including,  but  not  limited  to,  (a)  the  actual,  necessary costs  and
expenses, incurred after the Petition Date, of preserving  the  Estates and
operating  the  businesses of the Companies, including wages, salaries,  or
commissions for services  rendered after the commencement of the Chapter 11
Case, (b) Professional Fees,  (c) all fees and charges assessed against the
Estates  under 28 U.S.C. Section 1930, and (d) all  Allowed Claims that are
entitled to  be  treated as Administrative Claims pursuant to a Final Order
of the Bankruptcy Court under Section 546(c)(2)(A)of the Bankruptcy Code.

Affiliate               CAI  or any corporation, limited liability company,
joint venture, or partnership  in which CAI directly or indirectly owns 20%
or more of the equity interest of such entity.

AFR                     Applicable Federal Rate.

Allowed Claim           a Claim  or  any portion thereof (a) as to which no
objection to allowance or request for  estimation has been interposed on or
before the Consummation Date or the expiration  of  such  other  applicable
period of limitation fixed by the Bankruptcy Code, Bankruptcy Rules, or the
Bankruptcy  Court, (b) as to which any objection to its allowance has  been
settled, waived  through  payment,  or  withdrawn,  or has been denied by a
Final Order, (c) that has been allowed by a Final Order,  (d)  as  to which
the  liability  of the Companies, or either of them, and the amount thereof
are determined by  final  order  of a court of competent jurisdiction other
than the Bankruptcy Court, or (e) that is expressly allowed in a liquidated
amount  in  the  Plan;  provided,  however,   that   with   respect  to  an
Administrative Claim, "Allowed Claim" means an Administrative  Claim  as to
which a timely request for payment has been made in accordance with Article
XIV.A.1  of  the  Plan  (if  such  written  request  is  required) or other
Administrative Claim, in each case as to which the Companies  (1)  have not
interposed a timely objection or (2) have interposed a timely objection and
such  objection has been settled, waived through payment, or withdrawn,  or
has been denied by a Final Order; provided further, however, that all Class
CAI-1,  CAI-2, CAI-3, CAI-4, PCT-1, PCT-2, PCT-3, and PCT-4 Claims, if any,
shall be  treated for all purposes as if the Chapter 11 Case was not filed,
and the determination  of  whether  any such Claims shall be allowed and/or
the amount of any such Claims (as to which no proof of Claim need be filed)
shall be determined, resolved, or adjudicated,  as  the case may be, in the
manner  in  which  such  Claim  would  have been determined,  resolved,  or
adjudicated if the Chapter 11 Case had not been commenced.

Allowed                         when  used  in  reference  to  a  Claim  or
Interest within a particular Class, an Allowed Claim or Allowed Interest of
the type described in such Class.

Ballots                         each of  the  ballot forms distributed with
this Disclosure Statement to holders of Impaired  Claims  entitled  to vote
under Article II of the Plan to accept or reject the Plan.

Bankruptcy Code the Bankruptcy Reform Act of 1978, as codified in title  11
of  the  United States Code, 11 U.S.C. Sections 101-1330, as now in effect
or hereafter amended.

Bankruptcy Court        the United States Bankruptcy Court for the District
of Delaware or such other court as may  have  jurisdiction over the Chapter
11 Case.

Bankruptcy Rules        the  Federal  Rules  of Bankruptcy  Procedure,  the
Official Bankruptcy Forms, and the Federal Rules  of  Civil  Procedure,  as
amended,  and the Local Rules of the Bankruptcy Court, as applicable to the
Chapter 11 Case or proceedings therein, as the case may be.

BANX Affiliates         those  affiliates  of  Bell Atlantic and NYNEX that
entered into a strategic partnership with CAI in March 1995.

BANX Partnership        a   Delaware  general  partnership   comprised   of
affiliates  of  Bell  Atlantic  Corporation   and  NYNEX  Corporation  that
purchased the BANX Securities from CAI pursuant  to  a  Securities Purchase
Agreement dated as of March 28, 1995.

BANX Securities         the  BANX Term Notes, BANX Warrants,  and  the  Old
Senior Preferred Stock, collectively.

Bar Date(s)             the date(s),  if  any, designated by the Bankruptcy
Court as the last dates for filing proofs of Claim in the Chapter 11 Case.

Bonus Event             the  completion  by  CAI   of   a  major  financial
restructuring,  or  the  completion  of investments by, and/or  contractual
relationships with, one or more Strategic  Partners valued at not less than
$75  million  in  the  aggregate,  as each of the  above-referenced  events
applies to the deferred bonus plan for certain employees implemented by CAI
in February 1998.

Bott                    George W. Bott.

Bott Affiliates                 Bott and the Bott Trust.

Bott Collateral                 collectively  (a)  the  stock of Housatonic
Wireless,  Inc.  and Onteo Associates, Inc., each a Subsidiary,  which  CAI
pledged to Bott, and  the  channel  leases  described  in the Guarantee and
Security  Agreement,  dated  as  of  March  30,  1994,  between  Housatonic
Wireless, Inc., Onteo Associates, Inc. and Bott, in which  CAI granted Bott
security interests or liens, all to secure CAI's obligations under the Bott
Note; (b) the stock of Niskayuna Associates, Inc., a Subsidiary,  which CAI
pledged  to  the  Bott  Trust,  and  the  channel leases described  in  the
Guarantee  and Security Agreement, dated as  of  March  30,  1994,  between
Niskayuna Associates,  Inc.  and  the  Bott Trust, in which CAI granted the
Bott Trust security interests or liens,  all  to  secure  CAI's obligations
under  the 1994 Bott Trust Note; and (c) the stock of Chenango  Associates,
Inc., a  Subsidiary,   which  CAI  pledged  to the Bott Affiliates, and the
channel leases described in the Guarantee and  Security Agreement, dated as
of March 30, 1994, between Chenango Associates, Inc. and the Bott Trust, in
which CAI granted the Bott Trust security interests or liens, all to secure
CAI's obligations under the 1996 Bott Trust Note, to the extent that, as of
the Consummation Date, such stock remains pledged  to  the  respective Bott
Affiliate  and such channel leases remain encumbered by valid,  enforceable
and perfected  security interests or liens of the respective Bott Affiliate
in CAI's Estate's  interest  in  such channel leases that are not avoidable
under the Bankruptcy Code or applicable nonbankruptcy law.

Bott Notes              collectively  the  (a) promissory note, dated March
30, 1994 (the "Bott Note"), between CAI, as maker, and Bott, as holder, (b)
promissory note, dated March 30, 1994 (the "1994 Bott Trust Note"), between
CAI,  as maker, and the Bott Trust, as holder,  and  (c)  promissory  note,
dated January 12, 1996 (the "1996 Bott Trust Note"), between CAI, as maker,
and the  Bott  Trust,  as  holder,  and  all agreements and other documents
relating to the foregoing.

Bott Trust              The  Bott  Family  Trust,  a  charitable  remainder
trust.

BR Agreement            the   agreement   memorializing    the    strategic
relationship formed by CAI and the BANX Affiliates.

BTA(copyright)          Basic Trading Area(copyright).

BT Alex. Brown          the option(s) to be issued by Reorganized CAI to BT
Option(s)               Alex. Brown Incorporated to purchase up to
                        1/2%  of  the  New Common Stock, on a fully diluted
                        basis, of Reorganized CAI.

Business Day            any day, excluding  Saturdays,  Sundays  or  "legal
holidays"  (as  defined  in Fed. R. Bankr. P. 9006(a)), on which commercial
banks are open for business in New York, New York.

CAI                     CAI   Wireless   Systems,   Inc.,   a   Connecticut
corporation.

Cash                    legal  tender  of  the United States or equivalents
thereof.

Chapter 11 Case         the jointly administered  Chapter  11  cases of CAI
and PCT.

Claim                   a claim against the Companies, or either  of  them,
whether  or  not  asserted,  as defined in Section 101(5) of the Bankruptcy
Code.

Class                   a category of holders of Claims or Interests.

Collateral              any property  or  interest in property of an Estate
subject to a lien to secure the payment or  performance  of  a Claim, which
lien  is  not  subject to avoidance under the Bankruptcy Code or  otherwise
invalid under the Bankruptcy Code or applicable state law.

Collateral Agent                Price  Waterhouse  LLP  in  its capacity as
administrative  agent and collateral agent for the holders of  the  Secured
Notes.

Companies               together, CAI and PCT.

Company                 CAI.

Confirmation            entry  by  the Bankruptcy Court of the Confirmation
Order.

Confirmation Date       the date of  entry  by  the clerk of the Bankruptcy
Court of the Confirmation Order.

Confirmation Hearing    the hearing to consider confirmation  of  the  Plan
under Section 1128 of the Bankruptcy Code.

Confirmation Order      the   order   entered   by   the  Bankruptcy  Court
confirming the Plan.

Consummation Date       the  Business Day on which all  conditions  to  the
consummation of the Plan have been satisfied or waived;  the effective date
of the Plan.

Creditor                any Person  who holds a Claim against the Companies
or either of them.

Creditors' Committee    the  committee  of  unsecured  creditors,  if  any,
appointed pursuant to Section 1102(a) of the Bankruptcy Code in the Chapter
11 Case.

CS Wireless             CS Wireless Systems, Inc., a Delaware corporation.

CS Wireless             the  stockholders'  agreement  dated  February  23,
1996, to which CAI, CS Wireless and Heartland are
Stockholders' Agreement parties.

CS Wireless             the participation  agreement,  dated as of December
Participation Agreement 12, 1995, as may have been amended from time
                        to time, between and among CAI,  Heartland,  and CS
                        Wireless.

Data Systems            CAI Data Systems, Inc.

DBS                     direct broadcast satellite.

Debt Securities         the   Secured   Notes,  Senior  Notes,  and
Subordinated Notes, collectively.

Debt Securities Claim   a Securities Claim arising from a Debt Security.

DIP Facility            the  debtor-in-possession  credit  facility  to  be
provided to CAI during the Chapter  11  Case  in  the  aggregate  principal
amount of $60,000,000, pursuant to the DIP Facility Agreement.

DIP Facility Agreement  the  amended  and restated note purchase agreement,
to be dated as of, or prior to, the Petition Date, by and among CAI, MLGAF,
and the other signatories thereto.

DIP Notes               promissory notes  issued  under  the  DIP  Facility
Agreement  in  an  amount  equal  to (i) the Secured Notes issued under the
existing Note Purchase Agreement, in  an  amount equal to (a) the aggregate
principal amount of outstanding Secured Notes  as of the Petition Date plus
(b) all accrued interest and fees, plus (ii) new  notes  in an amount equal
to $60,000,000 minus the amount described in (i) above.

Disbursing Agent        Reorganized   CAI   or  any  party  designated   by
Reorganized CAI, in its sole discretion, to serve  as  a  disbursing  agent
under the Plan.

Disclosure Statement    this  disclosure  statement,  as it may be amended,
supplemented,  or modified from time to time, prepared and  distributed  in
accordance with  Sections  1125 and 1126(b) of the Bankruptcy Code and Fed.
R. Bankr. P. 3018.

Disputed Claim          means  any  Claim  not  otherwise  Allowed  or paid
pursuant  to  the  Plan  or  an  order of the Bankruptcy Court (a) which is
listed on the Schedules as unliquidated, contingent, or disputed, and which
has not been resolved by written agreement  of  the  parties or an order of
the Bankruptcy Court, (b) proof of which was required  to be filed by order
of the Bankruptcy Court but as to which a proof of Claim  was not timely or
properly  filed, (c) proof of which was timely and properly  filed  and  is
listed on the  Schedules  as unliquidated, disputed or contingent, (d) that
is disputed in accordance with  the  provisions  of  the Plan, or (e) as to
which  CAI  or  PCT  has  interposed  a  timely  objection or  request  for
estimation in accordance with the Bankruptcy Code,  the  Bankruptcy  Rules,
and any orders of the Bankruptcy Court, or is otherwise disputed by CAI  or
PCT  in  accordance  with  applicable  law,  which  objection,  request for
estimation,  or  dispute  has  not been withdrawn or determined by a  Final
Order;  provided,  however, that for  purposes  of  determining  whether  a
particular Claim is  a Disputed Claim prior to the expiration of any period
of limitation fixed for the interposition by the Companies of objections to
the allowance of Claims, any Claim that is not identified by CAI or PCT, as
the case may be, as an Allowed Claim shall be deemed a Disputed Claim.

Distribution Date       the  date, occurring as soon as practicable, but in
no event later than twenty (20)  Business Days after the Consummation Date,
upon which distributions are made by Reorganized CAI or Reorganized PCT, as
the  case  may  be,  to holders of Allowed  DIP  Facility,  Administrative,
Priority Tax, and Class CAI-1, CAI-5, CAI-6, PCT-1, and PCT-5 Claims.

Distribution Record Date        the  record  date  for  purposes  of making
distributions  under  the Plan on account of Allowed Claims, which will  be
the seventh (7th) Business Day following the Confirmation Date.

Distribution Reserve    the  reserve, if any, established and maintained by
the  Reorganized  Companies, into  which  the  Reorganized  Companies  will
deposit the amount  of  Cash,  New Senior Notes, New Common Stock, or other
property  that would have been distributed  on  the  Distribution  Date  to
holders of  (a)  Disputed Claims, (b) contingent liquidated Claims, if such
Claims had been undisputed  or  noncontingent  Claims  on  the Distribution
Date, pending (i) the allowance of such Claims, (ii) the estimation of such
Claims  for  purposes  of  allowance  or  (iii)  the  realization  of   the
contingencies,  and  (c)  unliquidated  Claims,  if  such  Claims  had been
liquidated  on  the  Distribution Date, such amount to be estimated by  the
Bankruptcy Court or agreed upon by the Companies and the holders thereof as
sufficient  to satisfy  such  unliquidated  Claim  upon  such  Claim's  (x)
allowance, (y)  estimation  for  purposes of allowance, or (z) liquidation,
pending the occurrence of such estimation or liquidation.

ECN Notes               collectively,   the   thirteen   (13)  subordinated
promissory notes due September 29, 2000, in the aggregate  principal amount
of $2,793,000, given by CAI to the ECN Participants.

ECN Participants        collectively, Gerard Klauer Mattison  &  Co.,  LLC;
Quasar  Corporation;  NOSROB, L.L.C.; Mellon Bank, N.A., Trustee for Dextor
Corporation, Grantor Trust; Montgomery Small Cap Partners II, L.P.; Roanoke
Partners, L.P.; John Flavin;  Flavin,  Blake  Investors,  L.P.;  Montgomery
Growth Partners I, L.P.; Richard McKenzie; Haussman, L.L.C.; Les Alexander;
and Eastern Cable Networks Corp.

Employment Agreements   the   employment  agreements  to  be  entered  into
between Reorganized CAI and the  Key Employees in substantially the form of
the employment agreements to be included in the Plan Supplement.

Equity Securities       the Old Common  Stock,  Old  Stock Options, and Old
Warrants,  together with any options, warrants, or rights,  contractual  or
otherwise, to  acquire  or  receive  any such stock or ownership interests,
including, but not limited to, the Old  Options,  the  Old Warrants and any
contracts or agreements pursuant to which the non-debtor party was or could
have been entitled to receive shares of stock or other ownership  interests
in CAI.

Equity Securities Claim    a Securities Claim arising from any  Equity
Security.

Estate(s)                  individually,  the  estate  of  CAI  or  PCT in the
Chapter  11  Case,  and,  collectively,  the estates of CAI and PCT in  the
Chapter 11 Case, created pursuant to Section 541 of the Bankruptcy Code.

Estimated Total            the approximate number of households within
Service Area               a 35 mile radius of CAI's tower sites.

Existing Securities     the  Equity Securities  and  the  Debt  Securities,
collectively.

Exit Lender(s)          the  lender(s)   under   the   New  Senior  Secured
Facility.

FCC                     the    Federal   Communications   Commission,    as
constituted  from  time  to  time, or  any  successor  governmental  agency
performing  functions  similar  to   those   performed   by   the   Federal
Communications Commission.

Final Order             an  order  or judgment of the Bankruptcy Court,  or
other court of competent jurisdiction,  as  entered  on  the  docket in the
Chapter  11  Case,  the  operation or effect of which has not been  stayed,
reversed, or amended and as  to  which  order or judgment (or any revision,
modification, or amendment thereof) the time  to  appeal  or seek review or
rehearing has expired and as to which no appeal or petition  for  review or
rehearing was filed or, if filed, remains pending.

General Unsecured       a   Claim   that  is  not  a  DIP  Facility  Claim,
Claim                   Administrative Claim, Priority Tax Claim, Other 
Priority Claim, Secured Claim, Senior Note Claim,
Subordinated Note Claim, Intercompany Claim, or Securities Claim.

Haig                    Haig Capital, LLC.

Heartland               Heartland Wireless Communications, Inc., a Delaware
corporation.

Impaired                when used with reference  to a Claim or Interest, a
Claim or Interest that is impaired within the meaning  of  Section  1124 of
the Bankruptcy Code.

Indenture Trustee       Chemical  Bank or its successor, in either case  in
its capacity as indenture trustee for the Senior Notes Indenture.

Intercompany Claim      any Claim of  (a) any Subsidiary against a Company,
(b) any Subsidiary against any other Subsidiary,  or  (c) a Company against
any Subsidiary, as the case may be.

Interest                        the legal, equitable, contractual and other
rights of any Person with respect to Old Common Stock,  Old  Stock Options,
Old Warrants, or any other Equity Securities of CAI or PCT, and  the legal,
equitable, contractual or other rights of any Person to acquire or  receive
any of the foregoing.

ISP                     Internet service provider.

ITFS                    Instructional Television Fixed Service.

Kbps                    kilobits per second.

Key Employees           the  employees  of  CAI  listed on Exhibit G to the
Plan.

Litigation Claims       the   claims,   rights   of   action,   suits,   or
proceedings, whether in law or in equity, whether known  or  unknown,  that
the  Companies  or the Estates may hold against any Person, which are to be
retained by the Reorganized Companies pursuant to Article IV.G of the Plan.

LEC                     local exchange carrier.

LMDS                    Local Multipoint Distribution Service.

LOS                     line-of-sight;  an  unobstructed  path  between the
transmit point and the receiving antenna.

Management Option       the stock option agreements, substantially  in  the
Agreement(s)            form of the agreements to be included in the Plan
                        Supplement,  to  be entered into by Reorganized CAI
                        and Management Option Plan Participants pursuant to
                        which  the Management Options will be granted.

Management Option       the  stock  option  plan  pursuant  to  which   the
Plan                    Management Options will be issued, substantially in the
                        form  of  the  plan  to  be  included  in  the Plan
                        Supplement, to be adopted  by CAI or Reorganized CAI 
                        pursuant to Article IV.C.1.a of the Plan.

Management Option       means the  employees  of Reorganized CAI, listed on
Exhibit H to the Plan, entitled to participate in Plan Participants
the Management Option Plan.

Management Options      the options to be issued  by Reorganized CAI to the
Management Option Plan Participants to purchase up to 10% of the New Common
Stock,  on  a  fully  diluted  basis,  pursuant  to the provisions  of  the
Management Option Agreement to be entered into under  the Management Option
Plan.

Master Ballot           the ballot provided to a bank,  brokerage  firm  or
other nominee, or agent or proxy holder thereof holding Senior Notes in its
own name on behalf of a beneficial owner, or any agent thereof.

Mbps                    megabits per second.

MDS                     Multichannel Distribution Service.

MDU Assets              the  assets  currently used by PCT in the provision
of analog subscription video services to 64 multi-dwelling units located in
and around the greater Philadelphia area,  which are to be sold to OnePoint
pursuant to Section 363(b) of the Bankruptcy Code.

Mester                  John Mester d/b/a Connecticut Home Theater.

Mester Collateral       collectively, (a) the stock of Springfield License,
Inc., a Subsidiary, (b) the equipment described in Schedule A to the Pledge
and Security Agreement, dated August 21, 1997,  between  CAI,  Mester,  and
Brown Neitert & Kaufman, Chartered, as pledge agent for Mester, and (c) all
proceeds,  profits  and  products  of  any sale or other disposition of the
foregoing,  which CAI pledged to Mester or  in  which  CAI  granted  Mester
security interests  or  liens  to secure CAI's obligations under the Mester
Notes, to the extent that, as of  the Consummation Date, such stock remains
pledged to Mester and such equipment  and  proceeds  remain  encumbered  by
valid,  enforceable  and perfected security interests or liens of Mester in
CAI's Estate's interest  in  such  equipment  and  proceeds  that  are  not
avoidable under the Bankruptcy Code or applicable nonbankruptcy law.

Mester Notes            the two (2) promissory notes, each dated August 21,
1997,  between CAI, as maker, and Mester, as holder, and all agreements and
other documents relating thereto.

MLGAF                   Merrill Lynch Global Allocation Fund, Inc., a Maryland
corporation.

MMDS                    Multichannel Multipoint Distribution Services.

Modification Agreement  the December 12, 1996 agreement between CAI and the
BANX  Affiliates that modified certain terms of the BR Agreement  and  gave
CAI or its designee the right to acquire the BANX Securities.

New Common Stock        the   25   million   shares   of  common  stock  of
Reorganized  CAI,  $.01  par  value  per  share,  authorized under  Article
IV.C.1.a of the Plan and the Amended CAI Certificate  of  Incorporation and
By-laws.

New Options             the  Management  Options  and  the  BT Alex.  Brown
Option.

New Securities          the  New  Common Stock, New Senior Notes,  and  New
Options.

New Senior Notes        the 12% Senior  Notes due 2004  of Reorganized CAI,
in  the principal amount of $100 million,  to  be  issued  and  distributed
pursuant  to the Plan on the Distribution Date and governed by the terms of
the New Senior Notes Indenture.

New Senior              the   indenture   to   be   entered   into  between
Notes Indenture         Reorganized CAI and an entity to be selected prior to 
                        the Consummation  Date, as indenture trustee, under
                        which the New Senior Notes will be issued, substantially
                        in the form of the indenture to be included in the Plan 
                        Supplement.

New Senior              the  new  senior  secured  credit  facility   in  a
Secured Facility        principal amount not in excess of $80 million which
                        Reorganized  CAI  anticipates entering into
                        as a condition to the consummation of the Plan.

NOL                     net operating loss carryforward.

Note Purchase           the note purchase agreement,  dated  as of November
Agreement               24, 1997, as amended from time to time, by and
                        among CAI, the Subsidiaries named therein, and
                        MLGAF, pursuant to which the Secured Notes were issued 
                        and sold.

NPRM                    Notice of Proposed Rulemaking.

Obligor Subsidiaries    those Subsidiaries of  CAI that are signatories to,
and obligors under, the Note Purchase Agreement.

Old Common Stock        CAI's common stock, no par value, together with any
options,  warrants,  or  rights, contractual or otherwise,  to  acquire  or
receive any such stock, including,  but  not  limited  to,  the  Old  Stock
Options and Old Warrants.

Old Junior              the  shares  of CAI's non-voting convertible junior
Preferred Stock         preferred stock, having a liquidation preference of
                        $30 million, and options, warrants, or rights,
                        contractual  or  otherwise,  if  any,   to   acquire
                        any  such  non-voting convertible junior preferred 
                        stock.

Old Stock Options       the  outstanding options  to  purchase  Old  Common
Stock, as of the Petition Date.

Old Senior              the  shares   of   CAI's   14%  Senior  Convertible
Preferred Stock         Preferred Stock,  par value  $10,000 per share, and
                        options, warrants, or rights, contractual or otherwise,
                        if any, to acquire any such 14% Senior Convertible 
                        Preferred Stock.

Old Voting              the shares of CAI's Series C Convertible  Preferred
Preferred Stock         Stock, no par value per share, and options,
                        warrants, or  rights, contractual or otherwise,  if
                        any, to acquire any such Series C Convertible Preferred 
                        Stock.

Old Warrants            the  outstanding  warrants  to  purchase Old Common
Stock, as of the Petition Date.

OnePoint                Mid-Atlantic    Telcom    Plus,    d/b/a   OnePoint
Communications.

Other Priority Claim    a  Claim entitled to priority pursuant  to  Section
507(a) of the Bankruptcy Code other than a DIP Facility Claim, Priority Tax
Claim or an Administrative Claim.

PCT                     Philadelphia  Choice  Television,  Inc., a Delaware
corporation.

Petition Date           the date on which CAI and PCT file their  petitions
for relief commencing the Chapter 11 Case.

Plan                    the Chapter 11 reorganization plan for CAI and PCT,
dated  June  30, 1998, as the same may be amended, modified or supplemented
from time to time.

Plan Supplement         the compilation of documents and forms of documents
specified in the  Plan  which  will  be filed with the Bankruptcy Court not
later  than  five  (5)  Business Days prior  to  the  commencement  of  the
Confirmation Hearing.

Priority Tax Claim      a  Claim  that  is entitled to priority pursuant to
Section 507(a)(8) of the Bankruptcy Code.

Professional            any professional  employed  in  the Chapter 11 Case
pursuant  to Sections 327 or 1103 of the Bankruptcy Code or  otherwise  and
the Persons seeking compensation or reimbursement of expenses in connection
with the Chapter  11  Case  pursuant to Section 503(b)(4) of the Bankruptcy
Code.

Professional Fee Claim  a Claim  of  a  Professional  for  compensation  or
reimbursement of costs and expenses relating to services incurred after the
Petition Date and prior to and including the Consummation Date.

Projections             the  projections  contained  in  Exhibit  E  to the
Disclosure Statement.

Pro Rata                the proportion that the Face Amount of a Claim in a
particular  Class  bears  to  the  aggregate  Face  Amount  of  all  Claims
(including Disputed Claims, but excluding Disallowed Claims) in such Class.

RBOC                    Regional Bell Operating Company.

Registrable Securities  Securities  acquired,  by Persons who may be deemed
to be "affiliates" or underwriters of Reorganized  CAI  for purposes of the
Securities Act, pursuant to or in connection with the Plan,  including  New
Common  Stock, New Senior Notes, and securities issuable in connection with
the New Senior  Secured  Facility,  or  acquired  by  their  successors and
permitted assigns in accordance with the Registration Rights Agreement (and
any securities issued or issuable with respect thereto).

Registration Rights     the agreement between Reorganized CAI  and  certain
Agreement               Persons who may be deemed to be "affiliates"
                        or underwriters of Reorganized CAI for purposes  of
                        the Securities Act, governing the registration of
                        (a) New Senior Notes, (b) New  Common  Stock, including,
                        but not limited to, the additional shares of
                        New Common Stock  issuable  upon  exercise  of  the  New
                        Options,  and (c) securities issuable in connection with
                        the New Senior Secured Facility.

Reinstated or           (i)  leaving  unaltered  the  legal, equitable, and
Reinstatement           contractual rights to which a Claim entitles the holder
                        of such Claim so as to leave such  Claim unimpaired
in   accordance   with   Section  1124  of  the  Bankruptcy  Code  or  (ii)
notwithstanding any contractual  provision  or applicable law that entitles
the holder of such Claim to demand or receive  accelerated  payment of such
Claim  after  the occurrence of a default (a) curing any such default  that
occurred before  or after the Petition Date, other than a default of a kind
specified in Section  365(b)(2) of the Bankruptcy Code; (b) reinstating the
maturity of such Claim  as  such  maturity existed before such default; (c)
compensating the holder of such Claim  for any damages incurred as a result
of any reasonable reliance by such holder  on such contractual provision or
such applicable law; and (d) not otherwise altering  the  legal, equitable,
or  contractual  rights  to  which such Claim entitles the holder  of  such
Claim; provided, however, that  any contractual right that does not pertain
to the payment when due of principal  and  interest  on  the  obligation on
which  such  Claim  is  based,  including,  but  not  limited to, financial
covenant  ratios, negative pledge covenants, covenants or  restrictions  on
merger or consolidation,  and  affirmative  covenants  regarding  corporate
existence prohibiting certain transactions or actions contemplated  by  the
Plan,  or  conditioning  such  transactions  or actions on certain factors,
shall   not   be  required  to  be  reinstated  in  order   to   accomplish
Reinstatement.

Reorganized CAI         reorganized  CAI,  on  and  after  the Consummation
Date.

Reorganized Companies   individually,  Reorganized  CAI or Reorganized  PCT
and, collectively, Reorganized CAI and Reorganized PCT.

Reorganized PCT         reorganized  PCT,  on  and after  the  Consummation
Date.

Requisite Acceptances   with respect to an impaired  class of claims, votes
cast to accept the Plan in number and amount equal to  (a)  at least 2/3 in
amount of the Claims of the holders in such Class who actually  cast  votes
with  respect  to  the  Plan  and  (b)  more than one-half in number of the
holders in such Class who actually cast votes with respect to the Plan.

Restructuring           collectively,  the   transactions   and   transfers
described in Article IV of the Plan.

Satellite Committee     the  Satellite  Projects Committee of the Board  of
Directors of CAI.

Schedules               the schedules of  assets  and  liabilities  and the
statements  of financial affairs, if any, filed in the Bankruptcy Court  by
CAI or PCT, as  the  case may be, as such schedules or statements or may be
amended or supplemented from time to time in accordance with Fed. R. Bankr.
P. 1009 or orders of the Bankruptcy Court.

Section 341 Meeting     the  first  meeting  of  creditors held pursuant to
Section 341 of the Bankruptcy Code.

Secured Claim           a Claim, other than a Setoff Claim, that is secured
by a security interest in or lien upon property, or  the  proceeds  of  the
sale of such property, in which a Company has an interest, to the extent of
the value, as of the Consummation Date or such later date as is established
by  the Bankruptcy Court, of such interest or lien as determined by a Final
Order  of  the  Bankruptcy  Court pursuant to Section 506 of the Bankruptcy
Code or as otherwise agreed upon  in writing by such Company or Reorganized
Company and the holder of such Claim.

Secured Notes           the 13% Senior  Secured  Notes  of  CAI and certain
Subsidiaries, issued and outstanding under the Note Purchase Agreement.

Secured Note Collateral         the Collateral referred to in  the  Secured
Note Collateral Documents and all other property and assets that are or are
intended  under the terms of the Collateral Documents to be subject to  any
lien in favor of the Collateral Agent for the benefit of the holders of the
Secured Notes.

Secured Note            (a) the Security Agreement and Pledge Agreement (as
those terms are defined in the Note Purchase

Collateral Documents    Agreement),  (b)  each other security agreement  or
pledge agreement entered into pursuant to Section 8.11 of the Note Purchase
Agreement, and (c) each other agreement that  creates or purports to create
or perfect a lien in favor of the Collateral Agent  for  the benefit of the
holders of the Secured Notes.

Securities Act          the Securities Act of 1933, 15 U.S.C.  oo 77a-77aa,
as now in effect or hereafter amended.

Securities Action       the consolidated class action captioned  In  re CAI
Wireless  Systems,  Inc.  Securities Litigation, Master File No. 96-CV-1857
(LEK/DRH), pending in the United  States  District  Court  for the Northern
District of New York.

Securities Claim                a  Claim arising from the rescission  of  a
purchase or sale of a security of CAI,  including,  but not limited to, Old
Senior  Preferred Stock, Old Junior Preferred Stock, Old  Voting  Preferred
Stock, Old  Common  Stock,  Old  Stock Options, Old Warrants, Senior Notes,
Secured Notes, Subordinated Notes,  all  other debt instruments and any and
all other rights to acquire Equity Securities  of  CAI, for damages arising
from  the  purchase  or  sale  of  such  a security, or for  reimbursement,
contribution or indemnification allowed under Section 502 of the Bankruptcy
Code on account of such Claim, including,  without limitation, a Claim with
respect  to any action pending against CAI and/or  its  current  or  former
officers and  directors  in which Securities Claims are asserted, including
the Securities Action.

Senior Note Claim       a Claim of a Senior Note Holder arising under or as
a result of the Senior Notes.

Senior Note Escrow      the  escrow  account  established  pursuant  to the
terms of Section 2 of the Senior Note Escrow Agreement.

Senior Note             the  escrow  agreement,  dated  as of September 15,
Escrow Agreement        1995, by and among CAI, Chemical Bank, as
                        escrow agent, and the Indenture Trustee, pursuant to
                        which the Senior Note Escrow was established.

Senior Note Holder      a holder of Senior Notes.

Senior Notes            CAI's 12 1/4% senior notes due 2002.

Senior Notes Indenture  the   indenture,  dated  September  15,  1995,   as
modified by the First Supplemental Indenture, dated as of January 31, 1996,
between CAI and Chemical Bank,  as  trustee,  pursuant  to which the Senior
Notes were issued.

Severance Plan          the existing Executive Severance  Pay  Plan of CAI,
as  more  fully  described  in  Section  IV.E  -- "Corporate Structure  and
Management of the Companies -- Executive Severance Plan" of this Disclosure
Statement.

Solicitation            the solicitation by the  Companies  from holders of
Senior Notes and Subordinated Notes of acceptances of the Plan  pursuant to
Section 1126(b) of the Bankruptcy Code.

Solicitation Package    the package provided by the Companies that includes
the  Disclosure  Statement  and  related  materials and, where appropriate,
Ballots or Master Ballots.

Strategic Partner       a Person or entity  ready, willing, and able to (a)
enter into a business relationship with the Companies pursuant to which the
Companies would provide video, voice, and/or data services to such Person's
or entity's customers in the Companies' markets,  or  (b) provide financing
sufficient to permit the Companies to implement their business plan.

Subordinated Notes      the ECN Notes and the 12% Subordinated Note.

Subsidiaries            the direct and indirect subsidiaries  of CAI listed
on Exhibit C to the Plan.

Telecom Support         Telecom Service Support LLC.

Termination Agreement   the  agreement  under  which  CAI issued $7,000,000
aggregate principal amount of its Secured Notes to BANX in consideration of
the termination of the BR Agreement and Modification Agreement, as amended,
and the transfer of 1,000,000 shares of CS Wireless common  stock  held  by
BANX.

Trade Claim             any  Unsecured Claim against a Company arising from
or with respect to the sale of  goods or services to such Company, prior to
the  Petition Date, in the ordinary  course  of  such  Company's  business,
including any Claim of an employee that is not an Other Priority Claim, but
only to the extent that the holder of such Claim continued to provide goods
and/or  services  to  the  Company  pursuant to customary or ordinary trade
terms.

Trigger Event           with respect  to  the  Management  Option  Plan,  a
material  third  party acquisition or merger, material equity investment in
CAI, or material joint  venture,  and/or a material take-or-pay arrangement
or other third party transaction with respect to the use of CAI's spectrum,
and/or any other material third party  transaction  having  a substantially
similar economic effect as the foregoing.

12% Subordinated Note   the 12% subordinated note due October  1,  2005, in
the  principal  amount  of  $30,000,000,  given  by  CAI  and  the  Obligor
Subsidiaries to MLGAF.

Unimpaired Claim        a Claim that is not an Impaired Claim.

Unofficial Noteholders' means  the  unofficial committee of certain holders
Committee               of Senior Note Claims formed prior to the Petition
                        Date, the members  of  which include MLGAF, Conseco
Capital  Management,  Inc.,  Romulus Holdings, Prospect  Street  Investment
Management Co., Inc., Dabney Flanigan,  LLC,  and The Chase Manhattan Bank,
as Indenture Trustee (ex-officio), as the same  may  be  reconstituted from
time to time, provided that such committee at all times must  represent  at
least 50% in principal amount of the holders of the Senior Notes.

Unsecured Claim         any  Claim  against  CAI  or  PCT, other than a DIP
Facility Claim or a Secured Claim.

Voting Agent            The Altman Group, 60 East 42nd  Street, Suite 1241,
New York, New York 10165.

Voting Deadline         July 27, 1998.

Voting Record Date      with respect to identification of  the  holders  of
Impaired Claims entitled to vote on the Plan, June 23, 1998.

WBN                     wireless broadband network.


        I.  INTRODUCTION

CAI  Wireless  Systems,  Inc.,  a  Connecticut  corporation  ("CAI"  or the
"Company"),   and   Philadelphia   Choice   Television,  Inc.,  a  Delaware
corporation ("PCT" and, together with CAI, the "Companies") hereby transmit
this disclosure statement (the "Disclosure Statement")  pursuant to Section
1126(b) of the United States Bankruptcy Code, 11 U.S.C. Sections 101-1330, as
amended  (the "Bankruptcy Code"), for use in the solicitation of votes (the
"Solicitation")  to  accept  their  prepackaged  joint reorganization plan,
dated  June  30,  1998  (the  "Plan," a copy of which is  annexed  to  this
Disclosure Statement as Exhibit A).  The Solicitation is being conducted at
this time in order to obtain (prior  to  the  commencement  of a Chapter 11
case)  sufficient  acceptances  to enable the Plan to be confirmed  by  the
Bankruptcy Court pursuant to the  provisions  of  the Bankruptcy Code.  The
Companies  believe that this pre-petition Solicitation  will  significantly
simplify, shorten,  and  reduce  the  cost  of  the  administration of, and
minimize disputes during, their Chapter 11 case.  (CAI  does  not intend to
commence Chapter 11 cases for any of its Subsidiaries other than PCT.)  CAI
believes   that  this  will  minimize  the  disruption  of  the  Companies'
businesses that  could  result  from  a  traditional bankruptcy case, which
would likely be contested and protracted.  Further, in a lengthy bankruptcy
case, CAI believes that there is a substantial  risk that recoveries by the
Companies'  creditors  would  be  significantly  less   than  the  proposed
recoveries under the Plan.

CAI's  operating  strategy,  since  the potential availability  of  digital
technology deployment on a commercial  basis  (approximately late-1994) has
been to execute a business plan with one or more  strategic  users  of  its
most   valuable   asset,   a  substantial  amalgamation  of  MMDS  spectrum
concentrated in the northeastern  and  mid-Atlantic  regions  of the United
States.   Recognizing  that  there  are  significant  capital  expenditures
associated with the construction and operation of a broad-based MMDS system
capable  of  serving  a  large  segment  of  its markets, CAI formulated  a
business plan whereby a large portion of such  expenditures  would be borne
by  a  Strategic  Partner.  Under this business plan, CAI would   become  a
wholesale transport  services provider, and, over time, not engage directly
in any retail business.

In  March 1995, CAI sought  to  implement  this  business  plan  with  Bell
Atlantic  Corporation  ("Bell  Atlantic")  and NYNEX Corporation ("NYNEX"),
regional  bell  operating  companies  with a combined  operating  territory
substantially  identical  to the spectrum  footprint  of  CAI.   The  joint
venture, which was memorialized  in  a Business Relationship Agreement (the
"BR Agreement") between CAI and certain  affiliates  of  Bell  Atlantic and
NYNEX (the "BANX Affiliates") and coupled with a $100,000,000 investment by
the BANX Partnership, was consummated by September 1995, simultaneous  with
(i) the consummation by CAI of five acquisitions, including the purchase of
ACS Enterprises, Inc., a publicly-held MMDS operator based in Philadelphia,
PA, and (ii) the $275,000,000 offering of the Senior Notes.

The  BR  Agreement  contemplated that the BANX Affiliates, at their option,
could elect to become the provider of subscription video programming in any
of CAI's markets utilizing  CAI's MMDS spectrum in such markets.  The video
programming, which was to be  assembled  and  packaged  by Tele-TV, a joint
venture  formed  by  Bell  Atlantic,  NYNEX and Pacific Telesis,  would  be
delivered to CAI's state-of-the art digital  MMDS  transmission facilities,
and   transmitted   to  Bell  Atlantic/NYNEX  customers  under   the   Bell
Atlantic/NYNEX name.   In  fulfillment  of  its  obligations  under  the BR
Agreement,   CAI  began  the  construction  of  such  digital  transmission
facilities in  Hampton  Roads,  VA  and  Boston,  MA, the first two markets
identified by the BANX Affiliates as potential markets for this new digital
subscription video product.

Notwithstanding the significant expenditure of resources  by  all involved,
neither  BANX  Affiliate  ever  exercised  an  election  to provide digital
transport services in Hampton Roads, Boston or any other market  originally
subject to the BR Agreement.  In December 1996, when it became apparent  to
CAI  that  the  focus  of  Bell  Atlantic  and  NYNEX had shifted away from
subscription  video  utilizing  CAI's  transport  system,   CAI   and  Bell
Atlantic/NYNEX  entered  into  a  series  of agreements that resulted in  a
termination  of  the  BR  Agreement  and  the  disposition   and   eventual
cancellation or exchange of all of the CAI securities originally issued  to
the  BANX  Partnership  in connection with their $100,000,000 investment in
CAI.

During the period of inaction  by  Bell  Atlantic/NYNEX, and due in part to
the Company's concerns over such inaction,  CAI embarked upon a strategy of
preserving  its MMDS spectrum and expanding the  authorized  uses  of  such
spectrum to fully realize the spectrum's technical capabilities.  Through a
series of demonstrations and trials, CAI has been an industry leader in its
efforts to engineer  and  obtain  regulatory  authority for fixed, flexible
two-way use of the MMDS spectrum for services such as data transmission and
telephony.  In addition to a series of specific flexible use authorizations
received by CAI during the last two years, CAI  has  participated  with the
industry trade group in seeking to obtain from the FCC authority for fixed,
flexible  two-way use of the MMDS spectrum on an industry-wide basis.   CAI
expects the FCC to issue such authority during the summer of 1998.



CAI continues to believe that a Strategic Partner is necessary for the MMDS
industry to  fully  realize  the  potential  of  this  spectrum.  Since the
departure of Bell Atlantic/NYNEX, CAI has aggressively sought  one  or more
national-level   Strategic   Partners  with  the  financial  resources  and
infrastructure to fully utilize the MMDS spectrum for video, voice and data
transmission.  CAI has demonstrated,  and  continues  to  demonstrate,  its
technological capabilities  to several potential Strategic Partners, and is
currently conducting an on-site  trial  for  a  telecommunications company,
providing  wireless  Internet  and  corporate  intranet  access  for  trial
participants  at  various  locations in the greater  New  York  City  area.
Recently, this trial has been expanded to include two-way data transmission
with  the  deployment  of first  generation  transverters  developed  by  a
high-technology equipment  manufacturer  in conjunction with CAI engineers.
CAI also has invested in TelQuest Satellite Services LLC in order to access
pre-digitized  video  programming  and  to  provide   a   vehicle   for   a
complementary  Direct-to-Home  (DTH)  video service that could, eventually,
free additional MMDS spectrum for these alternative uses.

CAI's Plan, described herein, is designed  to  assist in the implementation
of CAI's long-term objective of obtaining one or  more  Strategic  Partners
interested  in  pursuing further the full capabilities of the MMDS spectrum
for video, voice  and  data  transmission.   CAI believes that "Reorganized
CAI"  will  be  in  a  better  position to attract one  or  more  Strategic
Partners, and that it will be in a better position to assist such Strategic
Partners with a broader aggregation of MMDS spectrum.

This Disclosure Statement sets forth certain detailed information regarding
CAI's history, projections for the  future, and significant events expected
to  occur  during  the Chapter 11 Case.   This  Disclosure  Statement  also
describes the Plan,  alternatives  to  the Plan, effects of confirmation of
the Plan, and the manner in which distributions  will  be  made  under  the
Plan.   In  addition,  this Disclosure Statement discusses the confirmation
process  and the voting procedures  that  holders  of  Claims  in  impaired
Classes must follow for their votes to be counted.

FOR A DESCRIPTION  OF  THE  PLAN AS IT RELATES TO HOLDERS OF CLAIMS AGAINST
AND INTERESTS IN CAI AND PCT,  PLEASE  SEE  SECTION  VIII - "SUMMARY OF THE
PLAN."

THIS DISCLOSURE STATEMENT CONTAINS SUMMARIES OF CERTAIN  PROVISIONS  OF THE
PLAN,  STATUTORY  PROVISIONS,  DOCUMENTS  RELATED  TO THE PLAN, ANTICIPATED
EVENTS  IN  THE  COMPANIES'  CHAPTER  11 CASES, AND FINANCIAL  INFORMATION.
ALTHOUGH THE COMPANIES BELIEVE THAT THE PLAN AND RELATED DOCUMENT SUMMARIES
ARE FAIR AND ACCURATE, SUCH SUMMARIES ARE QUALIFIED TO THE EXTENT THAT THEY
DO NOT SET FORTH THE ENTIRE TEXT OF SUCH DOCUMENTS OR STATUTORY PROVISIONS.
FACTUAL  INFORMATION  CONTAINED  IN  THIS  DISCLOSURE  STATEMENT  HAS  BEEN
PROVIDED  BY MANAGEMENT, EXCEPT WHERE OTHERWISE  SPECIFICALLY  NOTED.   THE
COMPANIES ARE UNABLE TO WARRANT OR REPRESENT THAT THE INFORMATION CONTAINED
HEREIN, INCLUDING  THE  FINANCIAL INFORMATION, IS WITHOUT ANY INACCURACY OR
OMISSION.

NOTHING CONTAINED HEREIN  SHALL  CONSTITUTE  AN  ADMISSION  OF  ANY FACT OR
LIABILITY  BY  ANY  PARTY,  BE  ADMISSIBLE  IN ANY NONBANKRUPTCY PROCEEDING
INVOLVING CAI,  PCT OR ANY OTHER PARTY, OR BE  DEEMED  CONCLUSIVE ADVICE ON
THE  TAX  OR  OTHER LEGAL EFFECTS OF THE PLAN AS TO HOLDERS  OF  CLAIMS  OR
INTERESTS.  YOU  SHOULD CONSULT YOUR PERSONAL COUNSEL OR TAX ADVISOR ON ANY
QUESTIONS OR CONCERNS  REGARDING  TAX  OR  OTHER  LEGAL CONSEQUENCES OF THE
PLAN.

THE COMPANIES INTEND TO CONTINUE OPERATING THEIR BUSINESSES   IN CHAPTER 11
IN THE ORDINARY COURSE AND TO SEEK TO OBTAIN THE NECESSARY RELIEF  FROM THE
BANKRUPTCY COURT TO PAY THEIR EMPLOYEES, TRADE, AND CERTAIN OTHER CREDITORS
IN  FULL AND ON TIME.  THE CLAIMS OF THE FEDERAL COMMUNICATIONS COMMISSION,
THE COMPANIES'  EMPLOYEES,  GENERAL  UNSECURED  CREDITORS  (INCLUDING TRADE
CREDITORS, LICENSORS, AND LESSORS),  AND SECURED CREDITORS ARE NOT IMPAIRED
UNDER THE PLAN.

A.  Definitions

Unless  otherwise  defined in the Glossary or elsewhere in this  Disclosure
Statement, capitalized terms used herein have the meanings ascribed to them
in the Plan.


B.  The Solicitation

At this time, the Companies  have  not  commenced cases under Chapter 11 of
the Bankruptcy Code but are soliciting acceptances  of  the  Plan  from the
following  holders of Impaired Claims against CAI and PCT:  (i) holders  of
Class CAI-5  Senior  Note  Claims, (ii) holders of Class CAI-6 Subordinated
Note Claims, and (iii) the holder  of  the  Class  PCT-5  Subordinated Note
Claim.   If sufficient votes for acceptance of the Plan are  received,  the
Companies  expect  to  commence  the  Chapter  11 Case and to promptly seek
Confirmation of the Plan.  If the Companies do not  receive  the  Requisite
Acceptances by the Voting Deadline (as defined below), they will be  forced
to   evaluate  other  available  options,  including  filing  one  or  more
traditional,   non-prepackaged   Chapter  11  cases.   See  Section  XV  --
"Alternatives to Confirmation and Consummation of the Plan."

THE  COMPANIES BELIEVE THAT THE PLAN  IS  IN  THE  BEST  INTERESTS  OF  ALL
CREDITORS.   ALL  CREDITORS  ENTITLED TO VOTE ARE URGED TO VOTE IN FAVOR OF
THE PLAN NOT LATER THAN THE VOTING DEADLINE OF JULY 27, 1998.

C.  The Plan

If  the  Companies  receive  the Requisite  Acceptances  and  the  Plan  is
confirmed by the Bankruptcy Court  and  consummated  by  the Companies, the
following,  among  other  things,  will  occur:  (i)  the balance  of  Cash
remaining  in  the  Senior  Note Escrow on the Consummation  Date  will  be
distributed on a Pro Rata basis  to  holders  of  Class  CAI-5  Senior Note
Claims;   (ii)  CAI  will  issue  $100  million in New Senior Notes, to  be
distributed  on a Pro Rata basis to holders  of  Class  CAI-5  Senior  Note
Claims; (iii)  CAI  will issue 15 million shares of New Common Stock, to be
distributed (a) ninety-one  percent  (91%) to holders of Class CAI-5 Senior
Note Claims (on a Pro Rata basis) and  (b)  nine percent (9%) to holders of
Class CAI-6 Subordinated Note Claims (on a Pro  Rata  basis),  in each case
subject to a potential aggregate maximum dilution of up to 10.5%  that  may
result  from  the exercise of New Options to purchase New Common Stock that
will be granted  to certain members of the senior management of Reorganized
CAI and to BT Alex.  Brown,  CAI's  financial advisor; (iv) CAI will emerge
from Chapter 11 with a significantly improved capital structure and balance
sheet and significantly reduced debt  service  obligations;  (v)  CAI  will
sell,  under  Section  363(b)  of  the  Bankruptcy  Code,  approximately 16
contracts to provide cable television programming to certain multi-dwelling
units in the Philadelphia market; and (vi) PCT will distribute the proceeds
of  the  sale and assignment, pursuant to Section 363(b) of the  Bankruptcy
Code, of approximately 48 contracts to provide cable television programming
to certain multi-dwelling units in the Philadelphia market.

D.  Summary Of Classification And Treatment Of Claims And Equity Interests

Under the  Plan,  all Claims against and Interests in CAI and PCT that will
exist  on  the  date the  Companies  file  their  voluntary  petitions  for
reorganization  relief  under  Chapter  11  of  the  Bankruptcy  Code  (the
"Petition Date")  are  divided into 14 Classes (eight that relate to Claims
against and Interests in  CAI  and  six  that  relate to Claims against and
Interests  in PCT),  exclusive of certain Claims,  including  DIP  Facility
Claims, Administrative  Claims, and Priority Tax Claims, which, pursuant to
Section  1123(a)(1)  of  the  Bankruptcy  Code,  are  not  required  to  be
classified.  Only holders  of  Allowed Claims in Classes CAI-5,  CAI-6, and
PCT-5 will receive distributions  under the Plan.  All other Claims against
the Companies (except for Class CAI-7  Securities Claims) and all Interests
in PCT will be Unimpaired under the Plan.  All holders of Equity Securities
Interests in CAI, as well as all holders  of Class CAI-7 Securities Claims,
are Impaired and will neither receive nor retain  any  property  under  the
Plan.

The  following  table summarizes the classification and treatment under the
Plan of the principal  Claims  against and Interests in the Companies.  The
summary contained therein is qualified  in its entirety by reference to the
provisions of the Plan, a copy of which is annexed hereto as Exhibit A, and
the balance of this Disclosure Statement.  The classification and treatment
for  all  Classes  of Claims and Interests are  described  in  more  detail
elsewhere in this Disclosure Statement.  See Section VIII.C --  "Summary of
the Plan -- Certain  Matters  Regarding  Classification  and  Treatment  of
Claims and Interests."

The  amounts  listed  in  this summary under the heading "Estimated Allowed
Amount" are based on the Companies'  books  and  records  as of the date of
this Disclosure Statement.  There can be no assurance that  these estimates
are correct, and actual Allowed Amounts may be significantly different from
the  estimates  below.   The  amounts  listed  under the heading "Estimated
Recovery"  are  based  on  valuation analyses prepared  by  the  Companies'
financial  advisors.   These  amounts  are  not   precise  and  the  actual
recoveries  of  the Companies' creditors,  particularly  creditors  holding
Class CAI-5 Senior  Note  Claims  and Class CAI-6 Subordinated Note Claims,
may vary materially from the estimates  below,  depending  on  a variety of
factors including, but not limited to, the market for the New Senior  Notes
and  New  Common  Stock,  as  well  as various other factors related to the
ultimate disposition of the disputed,  contingent,  and unliquidated claims
that have been or may be asserted against the Companies.

        SUMMARY OF TREATMENT OF CLAIMS AGAINST
        AND INTERESTS IN CAI AND PCT UNDER THE PLAN


Description of Claims or Interests

        Treatment Under the Plan


DIP Facility Claims -- Unclassified
Estimated Amount:  $60,000,000 plus
interest and fees

       The holder of an Allowed DIP Facility Claim will  receive  (i) cash
equal to the unpaid portion of such Allowed DIP Facility Claim or (ii) such
other treatment as to which the Companies and such holder shall have agreed
upon in writing.

Estimated Recovery  -- 100%


Administrative Claims -- Unclassified
Estimated Amount:  $5,000,000

       Subject  to  the  requirements of Article XIV.A.2 of the Plan,  the
holder of an Allowed Administrative  Claim  will  receive (i) Cash equal to
the unpaid portion of such Allowed Administrative Claim  or (ii) such other
treatment as to which the Companies and such holder will have  agreed  upon
in  writing;  provided,  however,  that  Allowed Administrative Claims with
respect to liabilities incurred by the Companies  in the ordinary course of
business during the Chapter 11 Case will be paid in  the ordinary course of
business  in  accordance  with the terms and conditions of  any  agreements
relating thereto.

Estimated Recovery  -- 100%


Priority Tax Claims -- Unclassified
Estimated Amount:  $160,000

       The holder of an Allowed  Priority  Tax Claim will receive (i) Cash
equal to the unpaid portion of such Allowed Priority  Tax  Claim, (ii) such
other treatment as to which the Companies and such holder will  have agreed
upon  in  writing,  or (iii) at the Reorganized Companies' sole discretion,
deferred Cash payments  having  a value, as of the Consummation Date, equal
to such Allowed Priority Tax Claim,  over  a period not exceeding six years
after the date of assessment of such Allowed Priority Tax Claim.

Estimated Recovery  -- 100%


Class CAI-1- Other Priority Claims
Estimated Amount:  de minimis

       Unimpaired -- The holder of an Allowed Other Priority Claim against
CAI  will  receive  (i)  Cash equal to the amount  of  such  Allowed  Other
Priority Claim or (ii) such other treatment as to which CAI and such holder
will have agreed upon in writing.

Estimated Recovery  -- 100%


Class CAI-2 - Secured Claims
Estimated Amount:  $4,250,000

C       Unimpaired -- The  holder  of an Allowed Secured Claim against CAI,
in full satisfaction, settlement, release, and discharge of and in exchange
for such Allowed Secured Claim, will,  at  the  sole discretion of CAI, (a)
receive Cash in an amount equal to such Allowed Secured Claim, (b) have its
Allowed Secured Claim Reinstated, or (c) receive such other treatment as to
which CAI and such holder shall have agreed upon in writing.

Estimated Recovery  -- 100%


Class CAI-3 - General Unsecured Claims
Estimated Amount:  $5,000,000

       Unimpaired  --  The  holder of an Allowed General  Unsecured  Claim
against CAI will receive in full  satisfaction,  settlement,  release,  and
discharge  of  and in exchange for such Allowed General Unsecured Claim (a)
treatment that leaves  unaltered  the  legal,  equitable,  and  contractual
rights to which such Allowed General Unsecured Claim entitles the holder of
such Claim, (b) notwithstanding any contractual provision or applicable law
that entitles the holder of such Allowed General Unsecured Claim  to demand
or  receive  accelerated  payment  of such Claim after the occurrence of  a
default, treatment that (i) cures any  such default that occurred before or
after  the  Petition Date, other than a default  of  a  kind  specified  in
Section 365(b)(2)  of  the Bankruptcy Code, (ii) reinstates the maturity of
such Allowed General Unsecured  Claim  as such maturity existed before such
default, (iii) compensates the holder of  such  Allowed  General  Unsecured
Claim  for  any damages incurred as a result of any reasonable reliance  by
such holder on  such contractual provision or such applicable law, and (iv)
does not otherwise  alter  the  legal,  equitable, or contractual rights to
which such Allowed General Unsecured Claim  entitles  the  holder  of  such
Claim,  or  (c)  such other treatment as to which CAI and such holder shall
have agreed upon in writing.

Estimated Recovery  -- 100%


Class CAI-4 - Intercompany Claims
Estimated Amount:  de minimis

       Unimpaired  --  The holder of an Allowed Intercompany Claim against
CAI will receive in full  satisfaction,  settlement, release, and discharge
of and in exchange for such Allowed Intercompany  Claim  (a) treatment that
leaves unaltered the legal, equitable, and contractual rights to which such
Allowed  Intercompany  Claim  entitles  the  holder  of  such  Claim,   (b)
Reinstatement,  or (c) such other treatment as to which CAI and such holder
shall have agreed upon in writing.

Estimated Recovery  -- 100%


Class CAI-5 - Senior Note Claims
Estimated Amount:  $275,000,000 plus accrued
interest through the Petition Date

       Impaired -- The holder of an Allowed Senior Note Claim against CAI,
in full satisfaction, settlement, release, and discharge of and in exchange
for such Allowed  Senior  Note  Claim,  will receive such holder's Pro Rata
share of (a) the New Senior Notes and (b)  ninety-one  percent (91%) of the
New  Common Stock to be issued pursuant to Article IV.C of  the  Plan.   In
addition,  on  the  Distribution Date, the holder of an Allowed Senior Note
Claim against CAI will  receive  the  Pro  Rata share of the balance of the
Senior Note Escrow that otherwise would have been payable to such holder on
September  1,  1998  in  accordance  with the terms  of  the  Senior  Notes
Indenture.

Estimated Recovery  -- 84.4%


Class CAI-6 - Subordinated Note Claims
Estimated Amount:  $32,793,000 plus accrued  interest  through the Petition
Date

       Impaired  --  The  holder  of  an Allowed Subordinated  Note  Claim
against CAI, in full satisfaction, settlement,  release,  and  discharge of
and in exchange for such Allowed Subordinated Note Claim, will receive  its
Pro  Rata  share  of nine percent (9%) of the New Common Stock to be issued
pursuant to Article  IV.C  of  the Plan.  In consideration of the treatment
afforded its Class CAI-6 Subordinated  Note  Claim,  the  holder of the 12%
Subordinated Note will be deemed to release all obligations  under  the 12%
Subordinated Note of each Obligor Subsidiary.

Estimated Recovery  -- 39.9%


Class CAI-7 - Securities Claims
Estimated Amount:  Contingent and unliquidated

       Impaired  --  The holders of Securities Claims will not receive  or
retain any property under the Plan on account of such Securities Claims.

Estimated Recovery -- 0%


Class CAI-8 - Equity Securities Interests


       Impaired -- The  holders  of  Equity  Security  Interests  will not
receive  or  retain  any  property under the Plan on account of such Equity
Security Interests.

Estimated Recovery  -- 0%


Class PCT-1- Other Priority Claims
Estimated Amount:  de minimis

       Unimpaired -- The holder of an Allowed Other Priority Claim against
PCT will receive on account  of  such Allowed Other Priority Claim (i) Cash
equal to the amount of such Allowed Other Priority Claim or (ii) such other
treatment as to which PCT and such holder will have agreed upon in writing.

Estimated Recovery  -- 100%


Class PCT-2 - Secured Claims
Estimated Amount:  de minimis

       Unimpaired -- The holder of  an  Allowed Secured Claim against PCT,
in full satisfaction, settlement, release, and discharge of and in exchange
for such Allowed Secured Claim, will, at the  sole  discretion  of PCT, (a)
receive Cash in an amount equal to such Allowed Secured Claim, (b) have its
Allowed Secured Claim Reinstated, or (c) receive such other treatment as to
which PCT and such holder shall have agreed upon in writing.

Estimated Recovery  -- 100%


Class PCT-3 - General Unsecured Claims
Estimated Amount:  Included in Class CAI-3
General Unsecured Claims

       Unimpaired  --  The  holder  of an Allowed General Unsecured  Claim
against  PCT will receive in full satisfaction,  settlement,  release,  and
discharge  of  and in exchange for such Allowed General Unsecured Claim (a)
treatment that leaves  unaltered  the  legal,  equitable,  and  contractual
rights to which such Allowed General Unsecured Claim entitles the holder of
such Claim, (b) notwithstanding any contractual provision or applicable law
that entitles the holder of such Allowed General Unsecured Claim  to demand
or  receive  accelerated  payment  of such Claim after the occurrence of  a
default, treatment that (i) cures any  such default that occurred before or
after  the  Petition Date, other than a default  of  a  kind  specified  in
Section 365(b)(2)  of  the Bankruptcy Code, (ii) reinstates the maturity of
such Allowed General Unsecured  Claim  as such maturity existed before such
default, (iii) compensates the holder of  such  Allowed  General  Unsecured
Claim  for  any damages incurred as a result of any reasonable reliance  by
such holder on  such contractual provision or such applicable law, and (iv)
does not otherwise  alter  the  legal,  equitable, or contractual rights to
which such Allowed General Unsecured Claim  entitles  the  holder  of  such
Claim,  or  (c)  such other treatment as to which PCT and such holder shall
have agreed upon in writing.

Estimated Recovery  -- 100%


Class PCT-4 - Intercompany Claims
Estimated Amount:  $17,411,000

       Unimpaired  --  The holder of an Allowed Intercompany Claim against
PCT will receive in full  satisfaction,  settlement, release, and discharge
of and in exchange for such Allowed Intercompany  Claim  (a) treatment that
leaves unaltered the legal, equitable, and contractual rights to which such
Allowed  Intercompany  Claim  entitles  the  holder  of  such  Claim,   (b)
Reinstatement,  or (c) such other treatment as to which PCT and such holder
shall have agreed upon in writing.

Estimated Recovery  -- 100%


Class PCT-5 - Subordinated Note Claims
Estimated Amount:   $30,000,000  plus accrued interest through the Petition
Date

       Impaired -- Each Allowed Class  PCT-5  Subordinated Note Claim will
be fully and finally satisfied by the satisfaction  of the applicable Class
CAI-6  Subordinated Note Claim in accordance with Article  III.C.2  of  the
Plan.

Estimated Recovery  -- 39.9%


Class PCT-6 - Equity Securities Interests

Unimpaired  --  Each  Allowed  Equity  Securities  Interest  in PCT will be
Reinstated.

Estimated Recovery  -- 100%


For a more detailed description of the treatment of all Classes  of  Claims
against  and Interests in the Companies, see Section VIII.C -- "Summary  of
the Plan --  Certain  Matters  Regarding  Classification  and  Treatment of
Claims and Interests."


E.  The Confirmation Hearing

If  the  Companies  receive the Requisite Acceptances with respect  to  the
Plan, the Companies intend  to  file  voluntary  petitions  to commence the
Chapter 11 Case and request that the Bankruptcy Court schedule a hearing to
consider confirmation of the Plan (the "Confirmation Hearing")  as  soon as
possible,  at  the  United  States  Bankruptcy  Court  for  the District of
Delaware,  Marine  Midland  Plaza, 824 Market Street, Wilmington,  Delaware
19899.  The Companies will request  confirmation  of the Plan, as it may be
modified from time to time, under Section 1129(b) of  the  Bankruptcy Code,
and they have reserved the right to (i) modify the Plan to the  extent,  if
any,  that  confirmation pursuant to Section 1129(b) of the Bankruptcy Code
requires modification  and  (ii) use any and all Ballots and Master Ballots
accepting the Plan that were received pursuant to the Solicitation, and not
subsequently  revoked,  to  seek  confirmation  of  the  Plan  (or  of  any
modification thereof that does  not  materially  and  adversely  affect the
treatment of the class(es) of Claims with respect to which such Ballots  or
Master  Ballots  were  cast)  pursuant to Section 1129(b) of the Bankruptcy
Code.


        II.  GENERAL INFORMATION

A.  Introduction

The primary purpose of the Plan  is  to effectuate a restructuring of CAI's
capital structure (the "Restructuring")  in  order  to  align  its  capital
structure  with  its  present and future operating prospects.  In addition,
the Companies anticipate  that  the Restructuring will serve as the vehicle
for the prompt and efficient sale  by CAI, and distribution of the proceeds
of  the  sale and assignment by PCT, pursuant  to  Section  363(b)  of  the
Bankruptcy Code, of approximately 64 contracts (16 by CAI and 48 by PCT) to
provide cable television programming to certain multi-dwelling units in the
Philadelphia,  PA  market  (the  "MDU Assets") to Mid-Atlantic Telcom Plus,
d/b/a  OnePoint  Communications ("OnePoint").   The  Reorganized  Companies
shall use a portion  of  the  proceeds  of  the  sale  of the MDU Assets to
establish  and  fund a Distribution Reserve for and on account  of  certain
Disputed  Claims against  PCT.   All  sale  proceeds  remaining  after  the
establishment  and funding of the Distribution Reserve shall be used by the
Reorganized Companies,  first  to  fund  distributions  required to be made
under the Plan, and second, for general working capital purposes.

At  present,  the  funds  generated  by CAI are insufficient to  meet  debt
service requirements.  The Restructuring  would  reduce  significantly  the
principal   amount  of  CAI's  outstanding  indebtedness  by  converting  a
substantial portion  of  CAI's  indebtedness  into  New  Common  Stock.  By
offering the holders of Senior Notes ninety-one percent (91%) of the equity
of  CAI  on a post-Restructuring basis, CAI intends that such holders  will
participate  in  the  long-term  appreciation  of CAI's business, which CAI
expects  will  be enhanced by the reduction of its  debt  service  and  the
implementation of  the  new  business  plan described in more detail below.
See  Section  III.A--  "Business Plans for  the  Reorganized  Companies  --
Business and Operating Strategies  of  CAI."   The Restructuring would also
enhance CAI's ability to attract a Strategic Partner and contemplates a new
senior   secured   credit  facility  of  at  least  $70  million,   thereby
significantly enhancing  the liquidity, and the opportunity for success, of
Reorganized CAI.  During the  pendency of the Restructuring and thereafter,
both CAI and PCT expect to make  payment  in  full on all General Unsecured
Claims, including the Claims of trade creditors, and to continue to operate
their businesses in the ordinary course.

B.  CAI

CAI  is  a  Connecticut corporation, with its principal  executive  offices
located at 18  Corporate Woods Boulevard, Albany, New York 12211.  CAI also
maintains offices  at  101  Ponds  Edge  Drive,  Suite  300,  Chadds  Ford,
Pennsylvania  19317,  where  its  operational  headquarters,  including the
president  and  chief  operating  officer  and CAI's  accounting and  human
resources departments are located, and at 2101 Wilson Boulevard, Suite 100,
Arlington, Virginia 22201, where CAI's engineering  and  regulatory affairs
departments are located.

CAI, primarily through its Operating Subsidiaries, is a leading  developer,
owner   and  operator,  in  terms  of  number  of  subscription  television
subscribers  and  number  of  Estimated  Total  Service Area households, of
wireless   telecommunications  transport  systems  utilizing   Multichannel
Multipoint Distribution  Services  ("MMDS")  spectrum.  In CAI's 14 primary
markets,  there  are  a total of 16,135,174 Estimated  Total  Service  Area
households.  Initially, CAI focused on the development of MMDS subscription
television  systems  in  major   metropolitan  markets,  primarily  in  the
northeast and mid-Atlantic regions  of the United States.  CAI then focused
on  the development and build-out of digital  MMDS  television  systems  in
connection  with its joint venture with Bell Atlantic Corporation and NYNEX
Corporation.   Following  the  termination  of  this joint venture, CAI has
endeavored to develop alternative uses of its MMDS spectrum and has pursued
development of other lines of business, including  high  speed Internet and
intranet  access,  as  well  as digital video and fixed wireless  telephony
services.  See Section III.A --  "Business Plans for the Reorganized CAI --
Business And Operating Strategies  of  CAI."   CAI had approximately 50,000
analog video subscribers as of May 31, 1998.

MMDS    subscription   television   programming   and   other    MMDS-based
telecommunications  transport  services are transmitted through the air via
microwave  frequencies from a central  transmission  facility  to  a  small
receiving  antenna   at   each   subscriber's   location,   and  require  a
line-of-sight  ("LOS")  path  between the transmit point and the  receiving
antenna.  Thus,  in  communities  with  tall  trees,  hilly  terrain,  tall
buildings or other obstructions in  the  transmission  path,  in which MMDS
transmission   can  be  difficult  or  impossible  to  receive  at  certain
locations, CAI has used low power signal repeaters (known as "beambenders")
or signal boosters,  which  retransmit  an  otherwise blocked signal over a
limited  area to improve coverage.  The use of  beambenders  and/or  signal
boosters increases the costs per subscriber.  In addition, CAI has designed
cellular networks which utilize a main transmission facility and additional
cell  sites  that  rebroadcast  the signal within a smaller area to improve
coverage.

MMDS  spectrum  is  regulated  by  the  Federal  Communications  Commission
("FCC"),  which  governs,  among  other   things,  the  issuance,  renewal,
assignment,  transfer  and  modification  of licenses  necessary  for  MMDS
systems to operate.  "MMDS" is the vernacular  term  used to describe CAI's
business  and  includes  both  MMDS  and Multichannel Distribution  Service
("MDS")  channels,  as  well  as Instructional  Television   Fixed  Service
("ITFS") channels.  To date, the MMDS spectrum has been licensed by the FCC
for one-way video and data transmission  on  an  industry-wide  basis.   In
addition, CAI has applied for and received a variety of authorizations from
the  FCC  for  fixed, flexible use of its MMDS spectrum in certain of CAI's
markets.  CAI has  received  from  the  FCC  (i) authorization for a market
trial  of up to 500 customers for its high speed  one-way  Internet  access
product (which uses a telephone line for the return path) in Rochester, NY,
(ii) authorization for a market trial of up to 1,000 customers for its high
speed one-way  Internet  access  product  in New York City, (iii) permanent
authorization  for fixed, two-way flexible use  of  five  channels  for  16
customer sites located  in  and  around  the  Boston market, (iv) permanent
authorization for fixed, two-way flexible use of two channels for unlimited
customer sites within ten miles of seven hub sites  (four  of which require
further  FCC  authorizations)  located  in and around Boston, MA,  and  (v)
authorization from the FCC to utilize its  MMDS  spectrum in Pittsburgh, PA
for a variety of tests, including the simulation of  a  commercial roll-out
of fixed, two-way services to customers located within a  20-mile radius of
CAI's  main  transmission  facility  in Pittsburgh.  CAI has also  received
developmental authorization to test fixed,  flexible  two-way  uses  on two
channels located in its Hartford, CT market; however, CAI does not have any
plans to conduct any testing in that market at this time.

C.  History Of CAI

1.  General

CAI  was  formed  in  1991  to  invest  in  and  operate  MMDS subscription
television  systems.  Initially, CAI focused on the development  of  analog
MMDS  subscription   television  systems  in  major  metropolitan  markets,
primarily in the northeast  and  mid-Atlantic regions of the United States.
Starting with an operating analog system in Albany, NY, and systems planned
for Rochester, NY, Norfolk, VA, Hartford,  CT  and Boston, MA, CAI made its
initial public offering of 3,400,000 shares of Old Common Stock on February
17,  1994.   The  offering  price  was  $11.00 per share,  and  CAI  raised
$34,782,000,  after deduction of underwriting  discounts  and  commissions.
CAI  used  the  proceeds   of  the  initial  public  offering  for  capital
expenditures  and  operating  expenses  incurred  in  connection  with  the
construction,  launch,  and  development   of  the  Rochester  system,  the
acquisition, construction, launch and development  of  the  Norfolk system,
the upgrading and further development of the Albany system, and  the launch
and  development  of the Hartford system.  The Old Common Stock was  listed
under the symbol "CAWS"  on various Nasdaq markets until trading of the Old
Common Stock was transferred  to  the  Electronic  Bulletin Board system on
January  13,  1998.  See Section II.D.2 -- "General Information  --  Recent
Developments --  De-listing by Nasdaq of Old Common Stock."  As of June 15,
1998, CAI had 40,543,039 shares of Old Common Stock issued and outstanding.

CAI believed that  the  MMDS spectrum had greater potential than simply the
delivery  of  analog  subscription   video  services,  but  recognized  the
challenges that expanded use of the MMDS spectrum would present it in terms
of balance sheet issues, lack of brand identity and infrastructure, and the
inability of the MMDS industry to compel technology companies and equipment
manufacturers to develop and manufacture  equipment  that  could  take full
advantage  of the capabilities provided by MMDS spectrum.  In an effort  to
address many  of  these issues, CAI devised a business plan that called for
the continued aggregation  of  a significant concentration of MMDS spectrum
that would be attractive to a Strategic Partner interested in utilizing the
MMDS spectrum to service its customers.   CAI  identified the regional bell
operating  companies  ("RBOCs")  as  likely  partners   in   light  of  the
pronouncements  then being made by the hard-wire cable companies  regarding
their desire to enter  into  the  phone  business.  CAI believed that RBOCs
would be interested in developing a digital  video  strategy  that provided
the  RBOCs  with  video delivery platform that could be implemented  faster
than the contemplated  plant  upgrades  many  RBOCs faced in order to offer
enhanced  services.   CAI  thus  began  to  negotiate  with  Bell  Atlantic
Corporation and NYNEX Corporation.

Simultaneously  with these negotiations, CAI began  to  acquire  additional
MMDS spectrum to  attempt  to  replicate  the Bell Atlantic/NYNEX operating
territories.  Through a series of acquisitions culminating in the September
29, 1995 acquisition of ACS Enterprises, Inc.  ("ACS"),  an  MMDS  operator
based   in   Philadelphia,   Pennsylvania   (with   operating   systems  in
Philadelphia,  Cleveland,  Ohio  and  Bakersfield, California), and Eastern
Cable Networks of Washington, Inc. ("ECNW"), which operated the Washington,
D.C. MMDS system, CAI has aggregated a  significant  amount  of  owned  and
leased MMDS spectrum in the Bell Atlantic/NYNEX operating territories.  CAI
enhanced  its  spectrum  capacity during 1996 by being the top bidder in an
FCC auction with bids totaling  $36.2  million  for the Basic Trading Area
("BTA") rights for its existing markets as well as for its new markets.

Joint venture negotiations with Bell Atlantic and  NYNEX  culminated in the
March 1995 execution of the BR Agreement with the BANX Affiliates  and  the
Securities  Purchase  Agreement  (the "SPA") with the BANX Partnership.  In
September 1995, CAI completed the  series  of  transactions contemplated by
the BR Agreement and the SPA, including the purchase  on May 9, 1995 by the
BANX Partnership of $30 million of convertible term notes  due  May 9, 2005
(the  "BANX  Term  Notes")  and  warrants (the "BANX Warrants") to purchase
convertible voting preferred stock, no par value (the "Old Voting Preferred
Stock") (the "Stage I Closing"), and the purchase on September 29, 1995  by
the BANX Partnership of $70 million  of  14%  Senior  Convertible Preferred
Stock, par  value $10,000 per share (the "Old Senior Preferred  Stock") and
additional  BANX Warrants (the "Stage II Closing").  (The BANX Term  Notes,
BANX Warrants,  and the Old Senior Preferred Stock are hereinafter referred
to collectively as  the  "BANX  Securities.")   Upon  issuance  of the BANX
Securities in September 1995, the full conversion or exercise of  the  BANX
Securities  would  have resulted in (a) the BANX Partnership being required
to make an additional  investment  in  CAI,  at that time, of approximately
$202 million (subject to adjustment in accordance  with  the  terms  of the
Modification  Agreement (as defined below)), and (b) the BANX Partnership's
pro forma ownership interest in CAI increasing to approximately 45%.

The purpose of  the  BR  Agreement  was  to allow CAI to realize revenue in
certain of its markets without making the  substantial capital expenditures
generally  required  for  subscriber  equipment  and  installation  and  to
eliminate  most  operating  costs,  other than  channel  license  fees  and
distribution system expenses.  Under  the BR Agreement, CAI granted to each
BANX  Affiliate  the option, on a market-by-market  basis,  to  become  the
marketer and provider  of subscription television services using CAI's MMDS
transmission systems in  each  market in their respective service areas, in
exchange for monthly service revenues payable to CAI based on the number of
serviceable households and subscribers in each market so optioned by a BANX
Affiliate.

Simultaneous with the consummation  of  the  BANX  transactions, CAI raised
$265 million, net of underwriting discounts and commissions  and  expenses,
through an offering of $275 million in aggregate principal amount   of  its
12*%  Senior  Notes  due  2002 (the "Senior Notes").  The proceeds from the
issuance and sale of the Senior  Notes  were  used  by CAI to fund the cash
portion of certain acquisitions and to fund a debt service  escrow  account
(the  "Senior  Note  Escrow") in accordance with the indenture (the "Senior
Notes Indenture") dated  as of September 15, 1995 between CAI and The Chase
Manhattan Bank (as successor  to Chemical Bank), as trustee (the "Indenture
Trustee"), governing the terms  of  the Senior Notes.  The Senior Notes are
general unsecured obligations of CAI,  except for a first priority security
interest in the Senior Note Escrow granted  by CAI to the Indenture Trustee
for the benefit of the holders of the Senior  Notes.  The Senior Notes rank
equal in right of payment with any other senior indebtedness of CAI that is
or may be issued from time to time and rank senior  in  right of payment to
CAI's other unsecured debt.  The indebtedness evidenced by the Senior Notes
is effectively subordinated to all secured debt of CAI to the extent of the
value of the assets securing such debt.

The Senior Notes Indenture requires semi-annual payments of interest on the
Senior  Notes  at  the per annum rate of 12-1/4% on each of  March  15  and
September 15.  Proceeds  of  the  Senior  Notes offering deposited into the
Senior Note Escrow at closing equaled an amount  sufficient  to  cover such
semi-annual  interest  payments until March 1999.  The principal amount  of
the Senior Notes is due  in  full  on September 15, 2002.  The Senior Notes
Indenture imposes certain limitations  and  restrictions  on  CAI  and  its
restricted  Subsidiaries,  including,  without  limitation, restrictions on
CAI's  ability  to  incur  additional  indebtedness,  pay  dividends,  make
investments,   consummate   certain   assets  sales,  enter  into   certain
transactions with affiliates, suffer to  exist  certain  liens,  engage  in
unrelated business and consummate mergers and/or consolidations without the
prior consent of a majority in interest of the holders of the Senior Notes.

In   connection   with  CAI's  obligations  under  the  BR  Agreement,  CAI
substantially completed  the construction of digital video delivery systems
in Boston, MA and Hampton  Roads,  VA.  Through December 12, 1996, however,
neither BANX Affiliate had exercised  its  respective  options under the BR
Agreement in these or any other markets contemplated by  the  BR Agreement.
Concurrently  with  the  construction of these systems, the environment  in
which  the  RBOCs decided to  pursue  a  subscription  video  strategy  was
changing  dramatically.    During  an  eight  month  period  following  the
September 1995 joint venture  closing,  (a)  the  Telecommunications Act of
1996 was enacted into law, permitting, among other  things,  RBOCs to enter
into  the  long  distance  business,  (b) Bell Atlantic and NYNEX announced
plans to merge, and (c) cable companies  acknowledged  that  their plans to
deploy the "Information Superhighway" complete with phone service,  as well
as   expanded   cable   services,  were  substantially  behind  anticipated
schedules, thereby dissipating  the  perceived  threat  to the RBOCs.  With
these  changes, CAI began to realize that Bell Atlantic/NYNEX's  priorities
were shifting  away from subscription video, and any commitment these RBOCs
had to the CAI joint  venture.   In response, CAI devised a plan that would
allow it to re-focus its efforts and  seek  to  sever  all relationships it
then had with Bell Atlantic/NYNEX.

On  December  12,  1996,  CAI  and  the  various BANX entities  reached  an
agreement (the "Modification Agreement") modifying  certain terms of the BR
Agreement and providing CAI or its designee with the  right  to acquire the
BANX  Securities.   In  connection  with  the  Modification Agreement,  the
average  per  share exercise/conversion price of the  BANX  Securities  was
reduced from $8.19  to  $5.31,  on  full  conversion  and  exercise.   This
reduction would result in the BANX Partnership having to make an additional
investment   in   CAI   of   approximately  $95.0  million  to  acquire  an
approximately 45% ownership interest  in  CAI.   The Modification Agreement
was subsequently amended on April 29, 1997, pursuant  to  Amendment No.1 to
the Modification Agreement ( the "Amendment").

The Amendment represented the renegotiation of an option granted  to CAI to
repurchase the $100 million face amount of BANX Securities held by the BANX
Partnership.   The  repurchase  consideration contemplated by the Amendment
was $40 million in cash and 100,000 shares of non-voting convertible junior
preferred stock of CAI, having a liquidation preference of $30 million (the
"Old  Junior  Preferred Stock").  The  repurchase  option  was  exercisable
through February 28, 1998.

As part of the Amendment, the BANX Affiliates also immediately released CAI
from its obligation  under  the  BR  Agreement  to make CAI's wireless MMDS
spectrum available to the BANX Affiliates at a future  date  in Boston, MA,
Pittsburgh, PA and Albany, Syracuse and Buffalo, NY.  Upon a repurchase  of
the BANX Securities, as contemplated by the Amendment, the BR Agreement was
to  have  lapsed  in  its  entirety, releasing similar obligations in CAI's
other markets.  In connection with the execution of the Amendment, the BANX
Partnership also suspended or  released  CAI  from  a  number  of  covenant
restrictions and governance rights and provided CAI with a blanket proxy on
the  approximately  10% interest in CS Wireless held by BANX entities.   If
the  repurchase were consummated  in  accordance  with  the  terms  of  the
Amendment,  the  CS Wireless shares would have been returned to CAI without
additional consideration.   The  parties also exchanged mutual releases and
reached  an agreement to share certain  patent  and  intellectual  property
rights related to their digital wireless venture.

On February  17,  1998, CAI consummated a series of transactions, including
the purchase by CAI  of  the  remaining  interest  of  BANX  under  the  BR
Agreement  and  the acquisition of BANX's approximately 10% equity interest
in CS Wireless.   Under the terms of the Termination and Purchase Agreement
(the "Termination Agreement"),  CAI  issued  $7,000,000 aggregate principal
amount of its Secured Notes to BANX in consideration  of the termination of
the  BR  Agreement,  Modification  Agreement  and  Modification   Agreement
Amendment, and the transfer of 1,000,000 shares of CS Wireless common stock
held  by  BANX.  The parties exchanged general releases in connection  with
the transaction.

As  part  of   the   transactions   comprising  the  termination  of  CAI's
relationship  with the BANX Affiliates,  Merrill  Lynch  Global  Allocation
Fund, Inc. ("MLGAF")  advised  CAI  that it had completed the purchase from
BANX  of all of the BANX Securities, including  $30,000,000  of  BANX  Term
Notes,  $70,000,000  of Old Senior Preferred Stock and the BANX Warrants to
purchase Old Voting Preferred  Stock  of  CAI, as well as the Secured Notes
issued  by CAI to BANX in connection with the  Termination  Agreement.   On
March 3,  1998,  CAI exchanged the BANX Securities then held by MLGAF for a
new $30 million subordinated  12%  note  due  October  1,  2005  (the  "12%
Subordinated  Note").  As a result of the exchange transaction, the Company
(i) eliminated  approximately  $117  million of Old Senior Preferred Stock,
accumulated preferred stock dividends  thereon, and accrued interest on the
BANX  Term Notes, of which approximately  $102  million  was  reclassed  to
paid-in  capital,  and  (ii) recorded a $10,046,000 extraordinary gain from
the early extinguishment of debt.

The 12% Subordinated Note,  which  is a joint and several obligation of CAI
and certain of the Subsidiaries, accrues  interest  at  the rate of 12% per
annum, compounded semi-annually, is payable at maturity on October 1, 2005,
and  is  expressly subordinate to the Secured Notes and Senior  Notes.   In
conjunction  with  the  transaction, CAI also exchanged 2,500 shares of Old
Common Stock for all warrants  to  purchase Old Common Stock that were held
by BANX and acquired by MLGAF on February  17, 1998.  This Old Common Stock
was issued in reliance upon an exemption from the registration requirements
of  the  Securities  Act  of  1933,  as  amended,  and  contains  a  legend
restricting  its  transfer  without  such  registration  or   an  exemption
therefrom.   The  issuance of this Old Common Stock to MLGAF increased  the
number of issued and outstanding shares to 40,543,039 at March 31, 1998.

2.  Use of the MMDS Spectrum

While  pursuing the  complete  severing  of  its  relationships  with  Bell
Atlantic/NYNEX,  CAI  embarked  upon  a  strategy  of  preserving  its MMDS
spectrum  and  expanding  the  authorized  uses  of  such spectrum to fully
realize  the  spectrum's  technical  capabilities, developing  new  two-way
equipment and transmission technology  that  would  enable CAI to take full
advantage of expanded regulatory uses of the MMDS spectrum if and when such
uses were approved by the FCC, and continuing the search  for  one  or more
Strategic  Partners  interested  in  utilizing CAI's spectrum capabilities.
Through a series of demonstrations and  trials,  CAI  has  been an industry
leader  in  its  efforts  to  engineer and obtain regulatory authority  for
fixed, flexible two-way use of  the MMDS spectrum for services such as data
transmission and telephony.  In addition  to  a series of specific flexible
use  authorizations  received by CAI during the last  two  years,  CAI  has
participated with the  industry  trade  group in seeking to obtain from the
FCC authority for fixed, flexible two-way  use  of  the MMDS spectrum on an
industry-wide  basis.  CAI expects the FCC to issue such  authority  during
the summer of 1998.

CAI has assembled  one of the strongest engineering departments in the MMDS
industry.  CAI's engineering  efforts  with regard to one- and two-way MMDS
transmission  networks  have  resulted in the  development  of  a  wireless
broadband network architecture  designed  to  maximize  the  available MMDS
capacity  within a given market while providing the MMDS operator  with  as
much flexibility  as  possible  to  offer  video,  voice, and data, or some
combination  thereof.   CAI has determined that, assuming  receipt  of  the
requisite regulatory approvals,  it can now design and construct a wireless
broadband network achieving these goals in a time period of 6-9 months at a
cost  of  approximately  $15  -$25  per  home  passed.   As  part  of  this
architecture, CAI has reconfigured  the manner in which digital video would
be  distributed  to  and  within  individual   markets.   By  incorporating
satellite services into the MMDS network architecture,  CAI would only need
to  develop,  construct, and staff one digital compression  center,  which,
with the introduction  of  satellite  services, would be capable of serving
all of CAI's markets.  This element of  CAI's  network  architecture  would
relieve  CAI from the expense associated with the construction and staffing
of a digital  compression  center  in each operating market at a cost of $6
- -$8 million per compression center.

The  introduction  of  satellite services  resulted  in  the  formation  of
TelQuest Satellite Services  LLC  ("TelQuest"), a satellite operator formed
as  a  joint venture among CAI, CS Wireless  and  TelQuest  Communications,
Inc., a  privately-held  corporation  controlled  by  Jared  E. Abbruzzese,
chairman and chief executive officer of CAI.  TelQuest initially operated a
digital  compression  center  and  uplink  facility  at  the  Loral  Skynet
Telemetry,  Tracking  and  Control  Center  in Hawley, Pennsylvania, and is
presently  relocating this operation to  a  facility  located  in  Atlanta,
Georgia.  TelQuest  is  currently providing pre-digitized video programming
to CS Wireless customers  in Dallas, TX and to CAI's Boston facility, where
CAI is currently using the  satellite  feed  for  testing and demonstration
purposes.   CAI  believes that the introduction of satellite  services,  in
conjunction with digital  MMDS facilities, will decrease the number of MMDS
channels necessary to be allocated  for  a  subscription video product, and
thereby  increase  the  number  of available MMDS  channels  for  data  and
telephony delivery services, when  and as such services are approved by the
FCC.

CAI believes that expanded uses of the  MMDS  spectrum and enhanced network
architecture must be accompanied by the development  of  enhanced equipment
of varying capabilities.  CAI has worked with several technology  companies
and  equipment  manufacturers  to  design  and  test  new  one- and two-way
equipment  for use in the delivery of video, voice, and data  services  via
MMDS spectrum.   Often  starting  with  equipment  originally  designed for
hard-wire  or  hybrid  fiber-coaxial  platforms, CAI's engineers and  these
equipment manufacturers have successfully  revamped  such equipment for use
in an MMDS environment.  Recently, one such manufacturer  delivered to CAI,
and  CAI  has  deployed  on  a  trial basis in connection with an  on-site,
long-term demonstration conducted by CAI for a potential Strategic Partner,
first generation two-way transverters  that  allow  a  user to receive data
transmissions at downstream speeds of up to 7 Mbps and upload  data  at 600
Kbps  return capacity.  CAI believes that it has broadened the availability
of equipment  capable of supporting alternative uses of MMDS spectrum, such
as two-way data delivery services and telephony.

        CAI continues  to believe that a Strategic Partner is necessary for
the  MMDS  industry  to fully  realize  the  potential  of  this  spectrum.
Believing  that  a  national-level  Strategic  Partner  has  the  financial
resources and infrastructure  to fully utilize the MMDS spectrum for video,
voice, and data transmission, CAI  has  aggressively  sought  one  or  more
Strategic  Partners  since  the departure of Bell Atlantic/NYNEX.  To date,
CAI has demonstrated its technological  capabilities  to  several potential
Strategic Partners, and is in discussions with several entities regarding a
possible strategic alliance.  Additionally, CAI is currently  conducting an
on-site trial, including the recent deployment of the two-way transverters,
for a telecommunications company, providing wireless Internet and corporate
intranet access for trial participants at various locations in  the greater
New  York  City  area.  Business discussions between CAI and these entities
have been wide-ranging,  and  no definitive agreement has been reached with
any entity at this time.

Currently, in CAI's 14 primary  markets,  there  are  a total of 16,135,174
Estimated  Total  Service  Area  households,  making  it the  largest  MMDS
operator  in  the  United  States  based  upon  the  number  of  television
households.   CAI had approximately 50,000 analog video subscribers  as  of
May 31, 1998.

3.  Investment in CS Wireless

In addition to  the  MMDS  assets it owns and its interest in TelQuest, CAI
has a 60% interest in CS Wireless  Systems, Inc. ("CS Wireless").  Pursuant
to  the terms of a participation agreement  dated  December  12,  1995  (as
amended,  the  "Participation  Agreement")  between  CAI,  CS Wireless, and
Heartland Wireless Communications, Inc. ("Heartland"), an MMDS subscription
television operator of small- and medium-sized markets, CAI  and  Heartland
agreed  to  contribute  to  CS  Wireless  certain  wireless  cable  assets,
including  related  operating  liabilities,  or  the  stock of subsidiaries
owning wireless cable assets for systems located primarily  in the mid- and
southwestern regions of the United States.  The combination of these assets
into  CS  Wireless  resulted  in  a company with approximately 7.7  million
Estimated  Total  Service  Area  households   and   56,500   analog   video
subscribers,  as  of  March 31, 1996, making it one of the largest wireless
cable companies in the United States (in terms of subscribers and Estimated
Total Service Area households).

The  transaction  closed   on   February   23,  1996  (the  "CS  Closing").
Immediately  following  the  CS Closing, and after  giving  effect  to  the
issuance of equity by CS Wireless  in  connection  with  the  Unit Offering
(defined  below)  and  certain  true-up  adjustments  contemplated  by  the
Participation  Agreement, the equity in CS Wireless was owned approximately
52% by CAI, approximately  37%  by  Heartland,  and  approximately  10%  by
affiliates  of  Bell  Atlantic and NYNEX.  The remaining 1% equity interest
was sold, contemporaneously  with the CS Closing, in a private placement to
purchasers of an aggregate of  100,000  units  (the  "Unit Offering"), each
consisting of (i) four $1,000 principal amount at maturity  of  11d% Senior
Discount Notes due 2006 and 1.1 shares of common stock of CS Wireless.  The
notes accrete in value for five years and cash interest is scheduled  to be
paid  beginning  in  2001.   The  gross proceeds of the Unit Offering to CS
Wireless were approximately  $230.0 million.  A portion of the net proceeds
of the Unit Offering was used to make a cash payment to Heartland at the CS
Closing, as required under the Participation  Agreement,  and the remainder
has  been,  and  will  continue  to  be,  used  by CS Wireless for  capital
expenditures required to build out its systems and add subscribers, certain
formation costs, working capital, and general corporate purposes.

Prior to the contributions contemplated by the Participation  Agreement, CS
Wireless was a wholly-owned subsidiary  of CAI, operating a wireless  cable
system  in Cleveland, Ohio.  Under the Participation Agreement, CS Wireless
acquired,  or  had  contributed  to it (i) the stock of subsidiaries of CAI
owning wireless cable systems or channel  rights,  and  operating  wireless
cable  systems  and  (ii)  wireless  channel  rights  held  by  (a)  CAI in
Bakersfield,  California,  Charlotte, North Carolina, and Stockton/Modesto,
California, all of which were  located outside the operating territories of
Bell  Atlantic  and NYNEX (the "CAI  Properties"),  and  (b)  Heartland  in
Dallas, Fort Worth,  and  San  Antonio,  Texas, Dayton, Ohio, Maysville and
Sweet Springs, Missouri, Minneapolis, Minnesota,  Grand  Rapids,  Michigan,
and Salt Lake City, Utah (the "Heartland Properties").

The  Participation  Agreement  contemplated  a  true-up  adjustment  of the
amounts  contributed  to CS Wireless by each of CAI and Heartland based  on
the value of MMDS assets or channel rights or stock of entities owning such
assets or rights.  In connection  with one aspect of the true-up, CAI's 52%
interest in CS Wireless was reduced  to  approximately  51% and Heartland's
interest was increased to approximately 39% by the issuance  of  additional
CS  Wireless  equity  to Heartland.  In addition, as part of the series  of
transactions consummated  by  CAI  and  BANX  during  the fourth quarter of
fiscal  year  1998, CAI received BANX's approximately 10%  interest  in  CS
Wireless, thereby  increasing  CAI's  ownership  interest in CS Wireless to
approximately 60%.

CAI  and Heartland are also subject to a true-up adjustment  in  the  event
that the  number  of  channels  available  to  CS  Wireless  in  any market
contributed  by  a  party is less than 16.  The true-up adjustment for  any
such  channel deficiency  may  be  satisfied  by  the  deficient  party  by
delivering  to  CS Wireless either (i) cash, (ii) a 5-year promissory note,
(iii)  shares  of CS  Wireless  stock,  or  (iv)  any  combination  of  the
foregoing.  CAI  has  been  notified  by  Heartland that Heartland believes
there  is  a potential channel deficiency arising  out  of  the  number  of
channels delivered  by  CAI  in  connection  with  its contribution of MMDS
assets relating to the Charlotte, North Carolina market.  CAI believes that
it has delivered 13 of the 16 required channels, and  expects to be able to
deliver  at  least three additional channels in the Charlotte  market  from
applications currently  pending at the FCC.  Heartland has advised CAI that
it  believes  that CAI has  delivered  only  6  channels  relating  to  the
Charlotte market.   CAI  has  disputed  Heartland's  position,  and  is  in
discussions with Heartland on this issue.

CAI,  CS  Wireless,  and  Heartland  are  also  parties  to a stockholders'
agreement,   dated   as   of  February  23,  1996  (the  "CS  Stockholders'
Agreement"), which provides  for, among other things, a minimum permissible
level of ownership of CS Wireless  stock by CAI, the conditions under which
CAI or Heartland may transfer all or  part  of  their  CS  Wireless  stock,
certain  rights  and  obligations  of CAI and Heartland with respect to the
composition of the board of directors  of  CS  Wireless, and super-majority
voting  requirements for certain items of business  of  CS  Wireless.   CAI
currently   is  evaluating  its  alternatives  under  Section  365  of  the
Bankruptcy Code with respect to the CS Stockholders' Agreement.

4.  Interim Financing

The construction  of  the digital facilities in Boston and Norfolk/Virginia
Beach   required  the  expenditure   of   significant   capital   by   CAI.
Additionally,  CAI's focus on expanding the regulatory landscape, designing
a  broadband  wireless  network  architecture,  and  locating  a  Strategic
Partner, has required  capital  expenditures  by  CAI  that  have  exceeded
revenue from analog operations since CAI's inception.  To address its  cash
needs,  CAI  sought  interim  debt financing beginning in late 1996, and on
June 6, 1997, closed a $30 million  interim  credit  facility  provided  by
Foothill  Capital  Corporation and affiliates of Canyon Capital Management,
L.P. (the "Interim Lenders").   The  credit  facility  was  governed by the
terms  of  a  Loan  and  Security Agreement, dated as of May 16, 1997  (the
"Interim Loan Agreement"),  and  was  comprised  of $25 million of two-year
term  debt  bearing  interest  at  the  rate of 13% per  annum  (the  "Term
Facility"), of which $10 million was made  available  at  closing,  and  $5
million  in  revolving  credit (the "Revolving Facility" and, together with
the Term Facility, the "Interim Credit Facility").  The balance of the Term
Facility (i.e., in excess  of  the  $10 million made available at closing),
was to be made available to CAI upon the achievement of certain agreed-upon
operational  benchmarks.   As  long  as CAI  was  not  in  default  of  its
obligations  under  the Interim Loan Agreement,  it  could  elect  to  have
one-half of the interest  on  the  Term Facility accrue and be added to the
principal amount outstanding on the  Term  Facility.  The remaining portion
of the interest on the Term Facility was payable,  and was paid, monthly in
arrears.  The Term Facility was scheduled to mature  on  March  1, 1999, at
which  time  all  accrued  and  unpaid  interest  on  and  principal of the
outstanding amount of the Term Facility was to be due and payable in full.

In addition to the $10 million under the Term Facility, the Interim Lenders
also made $3 million available to CAI under the Revolving Facility  at  the
closing of the Interim Credit Facility.  The remaining $2 million was to be
made   available  to  CAI  upon  the  achievement  of  certain  operational
benchmarks. The Revolving Facility bore interest at four and three-quarters
percent above the Reference Rate, as announced from time to time by Norwest
Bank.   Principal  and  interest  on  the  Revolving  Facility,  which  was
scheduled to expire on March 1, 1999, was payable, and was paid, monthly in
arrears.

The entire  Interim  Credit  Facility was collateralized by a pledge of the
assets  of  CAI,  including the stock  of  its  wholly-owned  Subsidiaries,
certain investments  held  by CAI, and a pledge of the stock of CS Wireless
held  by  CAI.  In connection  with  the  closing  of  the  Interim  Credit
Facility, CAI was to be required to effect certain corporate restructurings
in an effort  to  enhance  the  Interim  Lenders' collateral position.  The
proceeds from the Interim Credit Facility  were  used by CAI to continue to
build-out  its  wireless  cable  business and for general  working  capital
purposes.

In addition to $1.5 million in fees  payable  to the Interim Lenders at the
closing of the Interim Credit Facility and the fees and expenses (including
the fees and expenses of counsel and special FCC  counsel  to  the  Interim
Lenders)  incurred  by  the  Interim Lenders in connection with the Interim
Credit Facility, CAI also was required to (i) pay to the Interim Lenders an
additional  $1.5  million fee, evidenced  by  a  two-year  promissory  note
bearing interest at the rate of 14% per annum, which interest was to accrue
and be payable in full  upon  maturity  of  the note, and (ii) issue to the
Interim Lenders warrants (the "Foothill/Canyon  Warrants")  to purchase Old
Common Stock at any time between the closing of the Interim Credit Facility
and  the  fifth  anniversary  thereof.   The holders of the Foothill/Canyon
Warrants were to be entitled to purchase in  the  aggregate  that number of
shares of Old Common Stock equal to the quotient of (x) the maximum  amount
outstanding   (including   principal   and   accrued   interest)   on   the
above-referenced  promissory  note,  divided by (y) the lowest of (A) $1.90
per share, (B) the lowest effective net  price for the Old Common Stock (or
its  equivalent)  that  CAI received in connection  with  any  new  capital
investment,  merger,  strategic   partnership,   joint   venture  or  other
significant corporate transaction that made available to CAI  in  excess of
$50  million,  (C)  the  lowest  20-day fair market value of the Old Common
Stock following the consummation of  a transaction of the type described in
clause (B) above, and (D) the 20-day fair  market  value  of the Old Common
Stock immediately following confirmation of a plan of reorganization  under
Chapter 11 of the Bankruptcy Code.  The Foothill/ Canyon Warrants contained
certain   anti-dilution   provisions  and  registration  rights,  and  were
allocated among the Interim Lenders.

On November 25, 1997, CAI repaid  all  amounts outstanding and owing to the
Interim  Lenders  out  of  the proceeds of the  sale  by  CAI  and  certain
Subsidiaries of $25 million  principal  amount of 13% Senior Secured Notes,
due  February  20, 1998 (the "Secured Notes"),  to  MLGAF,  the  holder  of
approximately $94  million  in  face  amount  of  CAI's  Senior Notes.  The
then-outstanding amount under the Interim Credit Facility was approximately
$17.3 million, consisting of $15.329 million in principal,  $1.575  million
in fees, and $350,000 in interest on the principal and fees.

The  repayment  of the Interim Credit Facility in November 1997 represented
the early termination  of  the  Interim  Credit  Facility.   Prior  to  its
termination  and  repayment  in  full,  CAI executed a series of continuing
waiver agreements, which waived compliance by CAI with certain post-closing
requirements,  increased  the interest rates  payable  on  the  obligations
outstanding  under the Interim  Credit  Facility,  and  imposed  additional
and/or modified  existing  covenants  relating  to various items, including
sales  of non-core assets, certain fundamental changes  to  CAI  and  CAI's
ability  to incur additional indebtedness.  All of the waivers executed and
delivered  by CAI to the Interim Lenders contained a general release of the
Interim Lenders.   A final general release was required of and delivered by
CAI in connection with  receipt of the pay-off letter issued by the Interim
Lenders in connection with  the  repayment  of  all  obligations  under the
Interim  Credit  Facility.   The  early  termination  of the Interim Credit
Facility resulted in CAI recording a third quarter charge  of approximately
$4.7  million,  representing  the costs associated with the Interim  Credit
Facility that CAI was originally  amortizing over the two-year term of such
facility.

CAI used the remaining proceeds from  the  issuance  and  sale  to MLGAF of
Secured  Notes,  approximately $7,300,000, net of expenses associated  with
this transaction,  for  working  capital  purposes  and  build-out of CAI's
wireless  cable  business.   On January 26, 1998, CAI issued  and  sold  an
additional $2,000,000 of Secured  Notes to MLGAF, and on February 17, 1998,
CAI  issued  and  sold  an  additional  $18,000,000  of  Secured  Notes  in
connection with the consummation of a series  of transactions by CAI, MLGAF
and the BANX Affiliates.

The  Secured  Notes,  which are short term obligations  of  CAI  (currently
maturing on June 30, 1998), were issued and sold pursuant to the terms of a
Note Purchase Agreement  between  CAI  and  certain of the Subsidiaries and
MLGAF  (as  amended  from  time  to time, the "Note  Purchase  Agreement").
Interest accruing at the rate of 13%  per  annum  on  the  Secured Notes is
payable at maturity.  In addition to fees and expenses associated  with the
issuance  and  sale of the Secured Notes, CAI is required to pay a $730,000
commitment fee to  MLGAF, which is also due at maturity.  As collateral for
the Secured Notes, CAI  granted  a  blanket  lien  on  all  of  its assets,
including the stock of substantially all of the Subsidiaries, as  well as a
pledge of its 60% interest in CS Wireless and 25% interest in TelQuest  and
certain  accounts  receivable  held  by  CAI.   The Note Purchase Agreement
contains covenants that are usual and customary for  transactions  of  this
type,  including  a  series  of negative covenants intended to preserve the
value of the collateral pledged by CAI for the benefit of MLGAF.

5.  The Securities Action

CAI  has been named in six lawsuits  alleging  various  violations  of  the
federal  securities  laws filed in the United States District Court for the
Northern District of New  York.   The  actions  were  consolidated into one
lawsuit  entitled  In  Re CAI Wireless Systems, Inc. Securities  Litigation
(96-CV-1857) (the "Securities  Action"),  which is currently pending in the
Northern District of New York.  The amended,  consolidated complaint, which
names  the  Company,  Jared  E. Abbruzzese, chairman  and  chief  executive
officer of CAI, John J. Prisco,  president,  chief  operating officer and a
director of CAI, and Alan Sonnenberg, the former president  of  CAI  and  a
former  member  of its Board of Directors, as defendants, alleges a variety
of violations of  the  anti-fraud provisions of the Federal securities laws
by CAI arising out of its  alleged  disclosure  (or  alleged  omission from
disclosure) regarding its Internet and other flexible use of MMDS spectrum,
as  well  as  its  business  relationship  with  Bell  Atlantic  and NYNEX.
Specifically,  the  complaint alleges that the defendants violated Sections
10(b) and 20(a) of the  Securities  Exchange  Act  of 1934, as amended (the
"Exchange Act"), and Rule 10b-5 promulgated under the  Exchange Act, during
the specified Class Period (May 23, 1996 through December 6, 1996).

CAI  and  the  individual  defendants are contesting the Securities  Action
vigorously at this time, believe  it  is entirely without merit, and do not
believe  that it will have a material adverse  effect  on  CAI's  earnings,
financial  condition,  or  liquidity.   CAI has notified the carrier of its
directors' and officers' liability insurance  policy,  which is intended to
cover not only CAI's officers and directors, but also the  Company  itself,
for  liability  on  account  of claims such as those made in the Securities
Action.  The policy covers up  to  $5  million  of  any  covered liability,
subject to a retention amount of $500,000.

The  Securities  Action is still in its preliminary stages.   A  scheduling
conference was held  on  June  3,  1997, at which the briefing schedule for
defendants'  motion  to dismiss was agreed  upon  among  the  parties.  The
defendants' motion to  dismiss  was  heard  by the Northern District of New
York  on  October  17,  1997, and is still pending.  While  the  motion  is
pending, all other deadlines  affecting  motions  and  discovery  have been
postponed.

Under the Plan, all Claims against CAI arising under, out of, or related to
the  Securities  Action  are classified as Class CAI-7.02 Equity Securities
Claims, the holders of which  are  not  entitled  to  receive or retain any
property on account of such Claims.  See Section VIII.C  -- "Summary of the
Plan  -- Certain Matters Regarding Classification And Treatment  Of  Claims
And Interests."

D.  Recent Developments

1.  Extension of Maturity of Secured Notes

On June  1,  1998, the Companies announced an extension until June 15, 1998
of the maturity  of  $45,000,000  in  Secured  Notes  issued under the Note
Purchase Agreement and held by MLGAF.  Since that time,  the Companies have
announced a further extension of the maturity of the Secured  Notes through
June 30, 1998.  The Company has requested that the maturity of  the Secured
Notes  be  extended  to  the  Petition  Date.   If  the  Chapter 11 Case is
commenced, all amounts outstanding under the Note Purchase  Agreement as of
the  Petition  Date  will  be  converted  into and deemed to be outstanding
obligations under the proposed DIP Facility.  See Section X.A -- "Financing
During and After the Chapter 11 Case -- The DIP Facility".

2.  De-listing by Nasdaq of Old Common Stock

On  January  8,  1998, the Old Common Stock was  removed  from  the  Nasdaq
National Market ("NNM")  and  listed  for  trading  on the Nasdaq SmallCap
Market  SM.   The  removal  was  caused by CAI's failure to  meet  the  net
tangible  asset  listing requirement  imposed  by  Nasdaq  upon  NNM-listed
companies.  As a condition to listing on the Nasdaq SmallCap Market SM, CAI
was required to maintain  compliance with a $1.00 per share bid price for a
defined interim period.  Effective January 13, 1998, as a result of failing
to  maintain the $1.00 per share  bid  price,  the  Old  Common  Stock  was
de-listed  from  the  Nasdaq  SmallCap  Market  SM.   The  Old Common Stock
currently  trades  on the Electronic Bulletin Board system under  the  CAWS
symbol.

3.  Attempts to Identify Strategic Partner

CAI has sought to identify  one  or  more  Strategic Partners that would be
willing  to (a) enter into a business relationship  with  CAI  pursuant  to
which CAI would provide video, voice and/or data services to such Strategic
Partner's customers in CAI's markets or (b) provide financing sufficient to
permit CAI  to  implement  its  business  plan.   CAI  has demonstrated its
technological  capabilities for each of video, voice and  data  to  several
potential Strategic  Partners.  In addition to a variety of demonstrations,
CAI has been conducting  an on-site trial for a telecommunications company,
providing  transport  services  for  Internet  access  and  such  company's
corporate intranet, which  services  recently  have  included  two-way data
transmission with the deployment of first generation transverters developed
by  CAI and a high-technology equipment manufacturer.  Business discussions
between  CAI  and  these  entities  have  been  wide  ranging and continue;
however, no definitive agreement has been reached with  any  entity at this
time.

4.  Negotiations with Unofficial Noteholders' Committee

During  the  Spring  of  1998,  CAI  engaged  in informal discussions  with
representatives  of  MLGAF  with  respect to CAI's  prospects  and  various
restructuring   alternatives.   During   May   1998,   CAI   entered   into
confidentiality agreements with certain other large holders of Senior Notes
with  a  view  to  engaging   in   discussions  relating  to  restructuring
alternatives.   Noteholders, including  MLGAF,  who  collectively  hold  or
manage approximately  73%  of  the  outstanding  Senior  Notes,  formed the
Unofficial  Noteholders'  Committee and retained Stroock & Stroock &  Lavan
LLP as counsel and Dabney Flanigan,  LLC  as  financial  advisor.   CAI has
agreed to pay the reasonable fees and expenses of Stroock & Stroock & Lavan
LLP and fees of  $200,000 for the 60-day period commencing June 5, 1998 and
$100,000  per  month  thereafter to Dabney Flanigan, LLC in connection with
the restructuring.

Although  the  Plan  and  various  related  matters  referred  to  in  this
Disclosure  Statement  have  been   reviewed  by  and  discussed  with  the
Unofficial   Noteholders'   Committee,   MLGAF,    and   their   respective
representatives, and reflect to some extent the views of those parties, the
Unofficial Noteholders' Committee has not approved or  endorsed the Plan or
recommended that other holders of Senior Notes vote to accept the Plan.



E.  PCT

1.  Acquisition by CAI of ACS Enterprises, Inc.

PCT is a wholly-owned Subsidiary of CAI, and is the successor  by merger to
ACS Home Systems, Inc., formerly a wholly-owned subsidiary of CAI.  PCT and
ACS  Home  Systems, Inc. were originally wholly-owned subsidiaries  of  ACS
Enterprises,  Inc.  ("ACS"),  a publicly-held MMDS operator with systems in
Philadelphia, PA, Cleveland, OH,  and  Bakersfield,  CA.   On September 29,
1995, CAI acquired ACS in a merger transaction, pursuant to  which  ACS was
merged  into a wholly-owned subsidiary of CAI and the holders of ACS common
stock immediately  prior to the merger received a combination of Old Common
Stock and cash.  Following  the  acquisition,  CAI merged ACS with and into
CAI; thereupon PCT and ACS Home Systems, Inc. became  wholly-owned,  direct
subsidiaries of CAI.

On March 29, 1996, CAI caused the merger of ACS Home Systems, Inc. with and
into  PCT,  then  known as Apartment Cable Systems, Inc.  Simultaneous with
the merger, Apartment  Cable Systems, Inc. changed its name to Philadelphia
Choice  Television,  Inc.   On  May  5,  1997,  PCT,  then  a  Pennsylvania
corporation,  reincorporated  in the State of Delaware.  PCT has authorized
30 shares of Class A voting common  stock,  no par value, and 39,970 shares
of Class B non-voting common stock, no par value,  all  of which are issued
and held by CAI.

2.  Operations of PCT

PCT operates CAI' s largest analog subscription video system  (in  terms of
subscribers),  covering  the  greater  Philadelphia  area.  Located at 2510
Metropolitan  Avenue,  Trevose,  PA,  PCT offers a 30 to 35  channel  video
product  to  single  family  and  multi-dwelling   units   and   commercial
establishments.   As  of May 31, 1998, PCT had approximately 31,100  analog
video subscribers.

PCT leases MMDS spectrum sufficient to provide subscribers with its channel
line-up from PC License,  Inc.,  a  wholly-owned  Subsidiary  of CAI, which
holds  MMDS spectrum-type assets relating to the Philadelphia area.   Video
programming  is obtained by PCT either through the participation by CAI and
its Subsidiaries,  including  PCT, in Wireless Enterprises, L.L.C., a joint
venture  formed  by certain MMDS  operators  to  assemble  programming,  or
through direct contractual arrangements with programmers whose programs are
not available through Wireless Enterprises, L.L.C.

In addition to the  analog  video  service,  PCT  also maintains a customer
service call center for the benefit of CAI's Philadelphia,  New  York  City
and   Washington   systems.   The  call  center,  which,  as  a  result  of
cost-cutting measures  implemented by CAI, recently decreased the available
hours per day of its customer service representatives, handles all customer
service-related phone calls,  including installation requests, pay-per-view
orders, and service call and disconnect orders.

CAI intends for PCT to continue  to  operate  the analog subscription video
business  in the Philadelphia area after the sale  of  the  MDU  Assets  to
OnePoint.  See Section VIII.D.4 -- "Summary of the Plan -- Summary of Other
Provisions of the Plan -- Sale Of MDU Assets By PCT."  Upon consummation of
the sale, PCT  will  focus  its  efforts  on maintaining its current single
family and commercial unit subscriber base.   It  will not seek to compete,
and indeed will be prohibited pursuant to the purchase  and sale agreements
relating to the sale of the MDU Assets, from competing against  OnePoint at
any of the transferred MDUs for any video, voice, or data service.

F.  Regulation In The Wireless Industry

1.  General

The wireless cable industry is subject to regulation by the FCC pursuant to
the Communications Act of 1934, as amended (the "Communications Act").  The
Communications  Act empowers the FCC, among other things, to issue, revoke,
modify and renew  licenses within the spectrum available to wireless cable;
to approve the assignment  and/or  transfer of control of such licenses; to
approve the location of wireless cable  system  headends;  to  regulate the
kind,  configuration  and  operation  of  equipment used by wireless  cable
systems;  and  to  impose certain equal employment  opportunity  and  other
obligations and reporting  requirements  on  wireless cable channel license
holders and operators.

The FCC has determined that wireless cable systems  are not "cable systems"
for  purposes  of  the Communications Act. Accordingly,  a  wireless  cable
system does not require  a  local  franchise  and is subject to fewer local
regulations than a hard-wire cable system.  Moreover,  all transmission and
reception equipment for a wireless cable system can be located  on  private
property; hence, there is no need to make use of utility poles or dedicated
easements  or other public rights of way. Although wireless cable operators
typically have  to  lease  from  third  parties  the right to use a certain
portion  of  the  channels utilized in any given system,  unlike  hard-wire
cable operators they  do  not  have  to  apply  for  and be awarded a local
franchise  or  pay  local franchise fees.  Recently, legislation  has  been
introduced in some states,  including  Illinois, Maryland, Pennsylvania and
Virginia, to authorize state and local authorities  to  impose on all video
program  distributors (including wireless cable operators)  a  tax  on  the
distributors'  gross  receipts  comparable  to  the  franchise  fees  cable
operators  pay.   Similar  legislation might be introduced in several other
states.   While the proposals  vary  among  states,  the  bills  all  would
require, if  passed, as much as 5% of gross receipts to be paid by wireless
distributors to  local  authorities.   Efforts are underway by the industry
trade association to preempt such state  taxes through federal legislation.
In  addition,  the  industry  is  opposing the  state  bills  as  they  are
introduced,  and, in Virginia and Maryland,  it  has  succeeded  in  either
blocking the legislation  or   being  exempted  from the video tax that was
eventually  enacted  into  law.   However, it is not  possible  to  predict
whether new state laws will be enacted  which  impose new taxes on wireless
cable operators.

The FCC licenses and regulates the use of channels  by  license holders and
system  operators.   In  the  50  largest  markets,  33 6-MHz channels  are
available for wireless cable delivery services (in addition  to  any  local
broadcast  television  channels  that  can be offered to subscribers via an
off-air antenna).  In each geographic service area of all other markets, 32
6-MHz channels are available for wireless  cable  (in addition to any local
broadcast  television channels that can be offered to  subscribers  via  an
off-air antenna).   Except  in  limited  circumstances,  20  wireless cable
channels  in each of these geographic service areas are generally  licensed
only to qualified  non-profit  educational organizations (commonly referred
to as ITFS channels).  In general,  each  of  these channels must be used a
minimum  of  20  hours per week per channel for instructional  programming.
The remaining "excess  air  time"  on  an  ITFS  channel  may  be leased to
wireless  cable  operators for commercial use, without further restrictions
(other than the right  of  the  ITFS  license  holder,  at  its  option, to
recapture up to an additional 20 hours of air time per week for educational
programming).  Lessees of ITFS' "excess air time," including CAI, generally
have  the  right to transmit to their customers the educational programming
provided by the lessor at no incremental cost.  The FCC's rules permit ITFS
license holders to consolidate their educational programming on one or more
of their ITFS  channels, thereby providing wireless cable operators leasing
such channels, including  CAI,  greater  flexibility  in  their use of ITFS
channels.   The remaining 13 channels available in most of CAI's  operating
and targeted  markets  are  made  available  by the FCC for full-time usage
without programming restrictions.

2.  Licensing Procedures

The actual number of wireless cable channels available for licensing in any
market  is  determined  by the FCC's interference  protection  and  channel
allocation  rules.  The FCC  awards  ITFS  and  MMDS  licenses  based  upon
applications  demonstrating  that the applicant is legally, financially and
technically qualified to hold  the  license  and  that the operation of the
proposed station will not cause harmful interference  to  other stations or
proposed stations entitled to interference protection.

During  the year ended March 31, 1996, CAI participated in the  FCC's  MMDS
Spectrum  auction  (the  "FCC  Auction")  for awarding available commercial
wireless  spectrum in 493 markets (the "Auction  Markets")  throughout  the
United States,  identified  as  Basic  Trading  Areas  in  accordance with
material copyrighted by Rand McNally & Company.  The winner of  an  Auction
Market has the right to apply for the available MMDS frequencies throughout
the Auction Market, consistent with certain specified interference criteria
that  protect  existing  ITFS  and  MMDS  channels.  Existing ITFS and MMDS
channel  right  holders  also  must  protect the  Auction  Market  winner's
spectrum from power increases,  tower  relocations,  or  other  changes  to
their  stations.   CAI  was  the  successful bidder for 32 Auction Markets,
costing CAI a total of $48.8 million.   Pursuant  to  an  agreement with CS
Wireless, CAI has transferred five Auction Markets located  in CS Wireless'
operating regions and for which CAI was the successful bidder,  costing  an
aggregate  of $12.6  million, to CS Wireless at cost, and will transfer two
additional Auction  Markets  located  in CS Wireless' operating regions and
for which CAI was the successful bidder  upon  the granting of such Auction
Market awards by the FCC.  For each of the Auction Markets in which CAI was
the  successful  bidder,  CAI  was  required to submit  the  requisite  FCC
applications and make a down-payment  (20% of such successful bid offset by
amounts previously paid) within five business  days  of the announcement by
public notice of the successful bid.  When the authorization for an Auction
Market  is  ready to be issued by the FCC, the FCC will  release  a  public
notice to that  effect.   Within 5 business days of such public notice, the
successful bidder is required  to  remit the balance of its bid to the FCC,
whereupon the Auction Market authorization  will  be issued by the FCC.  As
of March 31, 1998, authorizations for all but two Auction Markets for which
CAI was the successful bidder (excluding those markets that are required to
be conveyed at cost to CS Wireless) have been issued  by  the  FCC and paid
for  by  CAI.   Authorizations  for  the remaining two Auction Markets  are
expected to be issued during the fiscal  year  ending  March  31, 1999, and
payment, in the aggregate amount of $1.1 million for such remaining Auction
Markets, will be due upon such issuance.

In  February 1995, the FCC amended its rules and established "windows"  for
the filing  of  new  ITFS applications or major modifications to authorized
ITFS facilities. The first  filing  "window" was October 16-20, 1995.  (CAI
supported   a   number  of  ITFS  new  station   and   major   modification
applications.)  Where two or more ITFS applicants file applications for the
same channels and  the  proposed  facilities  could not be operated without
impermissible interference, the FCC employs a set  of  comparative criteria
to  select  from  among the competing applicants.  More recently,  the  FCC
commenced a rulemaking  proceeding  that  contemplates  conducting auctions
where  two  or  more  ITFS  applicants  file competing applications.   That
rulemaking proceeding remains pending, and  it is uncertain whether the FCC
will  conduct  auctions  or  maintain  the existing  comparative  selection
process.  Construction of ITFS stations  generally must be completed within
18 months of the date of grant of the authorization.   If  construction  of
MMDS  or  ITFS stations is not completed within the authorized construction
period, the  licensee  must  file  an  application  with  the  FCC  seeking
additional time to construct the station and demonstrate therein compliance
with  certain FCC standards.  If the extension application is not filed  or
is not  granted,  the  license  will  be  deemed  forfeited.  ITFS and MMDS
licenses  generally  have  terms  of 10 years.  Licenses  must  be  renewed
thereafter, and may be revoked for  cause  in a manner similar to other FCC
licenses.  FCC rules prohibit the sale for profit  of  a  conditional  MMDS
license  or  a  controlling  interest  in the conditional licensee prior to
construction  of the station or, in certain  circumstances,  prior  to  the
completion of one  year  of  operation.   However,  the FCC does permit the
leasing of 100% of an MMDS licensee's spectrum to a wireless cable operator
and the granting of options to purchase a controlling interest in a license
even before such holding period has lapsed.

Wireless  cable  transmissions  are  subject  to FCC regulations  governing
interference  and reception quality.  These regulations  specify  important
signal characteristics such as modulation (i.e., AM/FM) or encoding formats
(analog or digital).   Until  recently,  FCC  regulations required wireless
cable systems to transmit only analog signals and  those regulations needed
to  be  modified,  either  by rulemaking or by individual  application,  to
permit the use of digital transmissions.  CAI was a party to a petition for
declaratory  ruling  filed  in   July  1995  seeking  adoption  of  interim
regulations authorizing digital transmission.  This petition was granted on
July 9, 1996, and allows wireless  license  holders  to  operate  digitally
under  current  FCC  interference  rules.   The license holder is, however,
required to file for digital authorization.   It  is  likely  that,  in the
longer  term, the FCC will consider adopting both new technical and service
rules tailored  to  digital operations.  The service rules could modify the
respective rights and  obligations of the ITFS lessors and their commercial
lessees of "excess air time"  in light of the increased capacity that would
result from digital compression.   Even  if  the FCC does adopt new service
rules  governing  the  allocation  of  "excess  air   time"  in  a  digital
environment, it is anticipated that there would be a dramatic  increase  in
the  number  of  channels  that  will  be  available  to  CAI following the
conversion  to  digital  transmission.   CAI  demonstrated transmission  of
digital  satellite  television  programming  and  digital  local  broadcast
television signals in its Rochester, NY market in June  1996,  and believes
that the necessary FCC approvals will be obtained to permit use  of digital
compression  by the time it becomes commercially available on a wide-spread
basis; however,  there  can  be  no  assurance that these approvals will be
forthcoming or timely.  In addition, such  modifications filed with the FCC
after the FCC Auction will be subject to the interference protection rights
of adjacent FCC Auction winners.

The  FCC also regulates transmitter locations  and  signal  strength.   The
operation of a wireless cable television system requires the co-location of
a commercially  viable  number of MMDS channels and operations with similar
transmission characteristics  (such  as  power  and polarity).  In order to
commence the operations of certain of CAI's markets, applications have been
or will be filed with the FCC to relocate and modify  existing transmission
facilities.   Under  current  FCC  regulations, a wireless  cable  operator
generally may serve subscribers anywhere  within  the line of sight ("LOS")
of its transmission facility, provided that the signal  complies  with  FCC
interference  standards.   Under  rules adopted by the FCC on June 15, 1995
and effective as of September 15, 1995,  an  MMDS  channel  license  holder
generally  has  a protected service area of 35 miles around its transmitter
site.  In launching  or  upgrading  a  system, CAI may wish to relocate its
transmission facility or increase its height  or  power.  If  such  changes
cause  CAI's  signal to violate interference standards with respect to  the
protected service  area  of  other  wireless  license holders, CAI would be
required  to  obtain  the consent of such other license  holders;  however,
there can be no assurance that such consents would be received.

3.  Change in Control Issues

Under federal law, the  FCC  must grant prior approval to any assignment or
transfer of control involving  an  entity  that  holds an FCC license.  The
governing statute and the FCC's rules distinguish  between  minor and major
changes  of control, and the FCC thus has two different processes  tailored
to fit the  extent  to  which the licensed entity undergoes changes:  (a) a
"short  form"  or  pro  forma   change   of   control  process  that  takes
approximately two weeks from filing to grant, for  use  when,  among  other
things,  a licensed entity files a petition for relief under Chapter 11  of
the Bankruptcy  Code  and  (b) a "long form" change of control process that
generally takes a minimum of two to three months, for use when, among other
things, a licensed entity proposes  to  undergo  a  permanent change in the
ownership of fifty percent (50%) or more of its voting securities.

The short form application generally should be filed within one week of the
filing of a Chapter 11 petition.  The application does  not  require public
notice.  The long form application generally should be filed as soon as the
composition  of  the licensed entity's post-confirmation voting  securities
ownership can be determined  with  reasonable certainty.  Once filed, there
is a thirty-day public notice period,  during which time interested parties
may file comments challenging the FCC's  proposed  grant of approval to the
application.

There  are  relatively  few  bases  upon  which  an  interested  party  can
successfully  challenge  an application of this nature.   Generally,  other
than determining that the  prospective  owners  of  the licensed entity are
citizens  of  the  United States and do not hold significant  interests  in
hard-wire  cable companies  whose  franchises  overlap  with  the  licensed
entity's areas of operation, the FCC will not perform an extensive analysis
of  the  identity   and   characteristics  of  the  proposed  assignees  or
transferees of the entity's voting securities.  Thus, absent a challenge, a
long form application generally will be granted within approximately two to
three months.  A challenge  would extend the grant period by another two to
three months, although predictions  as  to  when  the FCC will dispose of a
challenge are inherently unpredictable.

Because the Restructuring of CAI's capital structure  contemplated  by  the
Plan  would  involve  the  transfer  of ownership of more than 50% of CAI's
voting securities, CAI and CS Wireless  will  be required to file long form
change in control applications.  Due to the inherent  uncertainties  in the
application  and  notice  process  (e.g.,  a  challenge  to CAI's and/or CS
Wireless'  applications),  there can be no assurance that CAI's  and/or  CS
Wireless' applications will  be granted within two to three months of their
filing, or even at all.

4.  Interference Issues

Interference from other wireless  cable  systems can limit the ability of a
wireless cable system to serve any particular  site.  In licensing ITFS and
MMDS  systems,  a primary concern of the FCC is avoiding  situations  where
proposed stations are predicted to cause interference with the reception of
previously authorized  or  proposed  stations.   Pursuant  to  FCC rules, a
wireless  cable  system  is generally protected from interference within  a
radius of 35 miles of the transmission site.  In addition, modification and
new station applications submitted  after  the FCC Auction will be required
to protect FCC Auction winners from interference.   The  FCC's interference
protection  standards may make one or more of these proposed  modifications
or new grants unavailable.  In such event, it may be necessary to negotiate
interference  agreements  with  the  licensees  of  the systems which would
otherwise block such modifications or grants.  There  can  be  no assurance
that  CAI  will  be able to negotiate necessary interference agreements  on
terms acceptable to  CAI.   In  the  event  CAI  cannot obtain interference
agreements required to implement CAI's plans for a  market, CAI may have to
curtail or modify operations in that market, utilize  a  less optimal tower
location, or reduce the height or power of the transmission  facility,  any
of  which  could  have  a  material  adverse effect on CAI's growth in that
market.   In addition, while CAI's leases  with  ITFS  and  MMDS  licensees
require their cooperation, it is possible that one or more of CAI's channel
lessors may hinder or delay CAI's efforts to use the channels in accordance
with CAI's plans for the particular market.

5.  Certain Legislation Affecting the Wireless Cable Industry

(a)  The 1992 Cable Act

On October  5, 1992, Congress enacted the 1992 Cable Act, which compels the
FCC to, among  other  things, (i) adopt comprehensive federal standards for
the local regulation of certain rates charged by hard-wire cable operators,
(ii) impose customer service  standards on hard-wire cable operators, (iii)
govern carriage of certain broadcast  signals  by  all  multi-channel video
providers,  and (iv) compel non-discriminatory access to programming  owned
or controlled by vertically-integrated cable operators.

The rate regulations  adopted  by  the FCC do not regulate cable rates once
other multi-channel video providers  serve,  in the aggregate, at least 15%
of the households within the cable franchise area.   The  customer  service
rules  adopted  by  the  FCC  establish  certain  minimum  standards  to be
maintained  by  traditional  hard-wire  cable  operators.   These standards
include  prompt  responses  to  customer telephone inquiries, reliable  and
timely  installations  and  repairs,  and  readily  understandable  billing
practices.  These rules do not  apply to wireless cable operators, although
CAI believes that it provides and will continue to provide customer service
superior to its hard-wire cable competitors.

Under the retransmission consent  provisions  of the 1992 Cable Act and the
FCC's   implementing   regulations,  all  multi-channel   video   providers
(including both hard-wire and wireless cable) seeking to retransmit certain
commercial broadcast signals  must  first  obtain  the  permission  of  the
broadcast  station.   Hard-wire  cable  systems,  but  not  wireless  cable
systems,  are  required under the 1992 Cable Act and the FCC's "must carry"
rules to retransmit  a  specified  number of local commercial television or
qualified low power television signals.   See  Section  II.F.7  -- "General
Information  --  Regulation  in  the  Wireless  Industry  -- Retransmission
Consent."

The 1992 Cable Act and the FCC's implementing regulations impose  limits on
exclusive  programming contracts and prohibit programmers in which a  cable
operator has  an  attributable  interest  from discriminating against cable
competitors with respect to the price, terms and conditions of programming.
Certain  provisions  of  the  1992  Cable Act and  the  FCC's  implementing
regulations have been challenged in the  courts  and before the FCC.  Under
the Telecommunications Act of 1996 (the "1996 Act"),  Congress has directed
the FCC to eliminate cable rate regulations for "small systems," as defined
in   the   1996  Act,  and  for  large  systems  under  certain  prescribed
circumstances,  and  for  all  cable  systems  effective  three years after
enactment of the 1996 Act.

While current FCC regulations are intended to promote the development  of a
competitive  subscription  television  industry,  the rules and regulations
affecting the wireless cable industry may change, and any future changes in
FCC  rules,  regulations,  policies and procedures could  have  a  material
adverse effect on CAI.  In addition,  a  number  of legal challenges to the
1992 Cable Act and the regulations promulgated thereunder  have been filed,
both  in  the courts and before the FCC.  These challenges, if  successful,
could result  in  increases  in  CAI's operating costs and otherwise have a
material adverse effect on CAI.  CAI's costs to acquire satellite-delivered
programming may be affected by the  outcome  of  those  challenges.   Other
aspects  of  the  1992  Cable Act that have been challenged, the outcome of
which could adversely affect  CAI,  include the 1992 Cable Act's provisions
governing  rate  regulation  to  be  met  by  traditional  hard-wire  cable
companies.  The 1992 Cable Act empowered the  FCC  to  regulate  the  basic
subscription  rates  charged by traditional hard-wire cable operators.  The
FCC recently issued rules  requiring  such  cable  operators, under certain
circumstances, to reduce the rates charged for non-premium  services  by as
much  as  17%.   Should  these  regulations  withstand court and regulatory
challenges, the extent to which wireless cable  operators  may  continue to
maintain a price advantage over traditional hard-wire cable operators could
be  diminished.   On  the  other hand, continued strict rate regulation  of
cable rates would tend to impede  the  ability of hard-wire cable operators
to upgrade their cable plant and gain a competitive advantage over wireless
cable.

(b)  The 1996 Act

The Telecommunications Act of 1996 (the  "1996  Act"),  enacted in February
1996, could have a material impact on the MMDS industry and the competitive
environment in which CAI operates.  The 1996 Act has and  will  continue to
result  in  comprehensive  changes  to  the regulatory environment for  the
telecommunications  industry  as a whole.   The  legislation,  among  other
things,  substantially  reduced  regulatory  authority  over  cable  rates.
Another  provision  of  the 1996 Act  afforded  hard-wire  cable  operators
greater flexibility to offer lower rates to certain of its subscribers, and
would permits cable operators to offer discounts on hard-wire cable service
to  CAI's subscribers or prospective  subscribers.   The  legislation  also
permits  telephone  companies  to  enter  the  video distribution business,
subject to certain conditions.  The entry of telephone  companies  into the
video  distribution  business,  with  greater  access  to capital and other
resources, could provide significant competition to the  companies  in  the
MMDS industry, including CAI.  In addition, the legislation afforded relief
to direct broadcast satellite ("DBS") providers by exempting such providers
from  local restrictions on reception antennas and preempting the authority
of local  governments  to  impose  certain  taxes.   CAI cannot predict the
substance  of  future  rules  and  policies  to be adopted by  the  FCC  in
implementing the provisions of the legislation.

6.  Copyright

Under  the  federal copyright laws, permission from  the  copyright  holder
generally must  be  secured  before  a  video program may be retransmitted.
Under  Section  111  of  the  Copyright Act, certain  "cable  systems"  are
entitled to engage in the secondary transmission of programming without the
prior permission of the holders of copyrights in the programming.  In order
to do so, a cable system must secure  a compulsory copyright license.  Such
a license may be obtained upon the filing  of  certain reports with and the
payment of certain fees to the U.S. Copyright Office.   In  1994,  Congress
enacted  the Satellite Home Viewers Act of 1994 which enables operators  of
wireless cable  television  systems to rely on the cable compulsory license
under Section 111 of the Copyright Act.  For the year ended March 31, 1998,
CAI paid approximately $180,000 in copyright fees.

7.  Retransmission Consent

Under the retransmission consent provisions of the 1992 Cable Act, wireless
and hard-wire cable operators  seeking  to  retransmit  certain  commercial
television  broadcast  signals  must  first  obtain  the  permission of the
broadcast  station in order to retransmit their signal.  However,  wireless
cable systems,  unlike  hard-wire cable systems, are not required under the
FCC's  "must  carry" rules  to  retransmit  a  specified  number  of  local
commercial television  or qualified low power television signals.  Although
there can be no assurances  that  CAI  will  be  able  to  obtain requisite
broadcaster consents, CAI believes in most cases it will be  able  to do so
for little or no additional cost.

In  addition  to  regulation  by  the  FCC,  MMDS  operators are subject to
regulations by the Federal Aviation Administration ("FAA")  with respect to
construction of transmission towers and to certain local zoning regulations
affecting construction of towers and other facilities.  There  also  may be
restrictions  imposed  by  local authorities, neighborhood associations and
other similar organizations  limiting the use of certain types of reception
equipment used by CAI.  Future  changes in the foregoing regulations or any
other regulations applicable to CAI could have a material adverse effect on
CAI's results of operations and financial condition.

Certain states have legislated that  each  resident  of a Multiple Dwelling
Unit  ("MDU")  should  not  be  denied  access to programming  provided  by
franchised cable systems, notwithstanding  the  fact  that  the MDU entered
into   an   exclusive   agreement   with  a  non-franchised  video  program
distributor.  States with such "mandatory  access"  laws where CAI provides
MMDS service include Connecticut, Delaware, the District  of  Columbia, New
Jersey,  New  York,  Pennsylvania  and  Rhode  Island.  In several district
courts, mandatory access laws have been held unconstitutional.   Such  laws
could increase the competition for subscribers in MDUs.  There may also  be
restrictions  imposed by local authorities.  There can be no assurance that
CAI will not be  required  to incur additional costs in complying with such
regulations or restrictions.

Due to the regulated nature of the subscription television industry, CAI 's
growth and operations may be  adversely impacted by the adoption of new, or
changes to existing, laws or regulations or the interpretations thereof.

G.  Purposes And Effects Of The Plan

The primary purposes of the Plan  and the Restructuring are to reduce CAI's
debt service requirements and overall  level of indebtedness, including the
principal amount thereof, to realign its  capital structure, and to provide
CAI with greater liquidity and thereby increase the likelihood that it will
survive in a manner that will permit it to  attract  and retain a Strategic
Partner.   If  consummated,  the Restructuring would reduce  the  principal
amount  of CAI's indebtedness,  significantly  lessen  CAI's  debt  service
requirements,  and  transfer  ownership  of  CAI  from  its  present Equity
Security  holders  primarily  to the present holders of Senior Notes,  with
more limited equity participation by the holders of Subordinated Notes.  In
addition, the Plan will provide  PCT  with  the  most  efficient  means  of
distributing  the  proceeds  of  the expected sale of certain non-essential
assets, i.e., the MDU Assets, pursuant  to Section 363(b) of the Bankruptcy
Code.

The  Restructuring  will  strengthen  CAI's  balance   sheet  primarily  by
substantially  reducing  CAI's  overall level of indebtedness,  which  will
permit it to borrow on a senior secured  basis  sufficient  cash to survive
until it is able to attract an appropriate Strategic Partner.   As of March
31, 1998, CAI had a shareholders' deficit of approximately $27,560,980.  On
a  pro forma basis, as of March 31, 1998, after giving effect to the  Plan,
CAI's shareholders' equity is estimated to be approximately $158.5 million.

TRADE   CREDITORS   ARE   INTENDED   TO  BE  UNAFFECTED  BY  THE  PLAN  AND
RESTRUCTURING, AND THE COMPANIES EXPECT  TO  BE ABLE TO CONTINUE TO PAY ALL
TRADE CREDITORS WHO CONTINUE TO PROVIDE NORMAL  TRADE  CREDIT  TERMS IN THE
ORDINARY  COURSE  OF  BUSINESS,  SUBJECT  TO ANY REQUIRED BANKRUPTCY  COURT
APPROVAL.


        III.  BUSINESS PLANS FOR THE REORGANIZED COMPANIES

A.  Business And Operating Strategies Of CAI

1.  General

CAI, since its formation, has focused on the  development  and operation of
MMDS  subscription  television  systems  concentrated in major metropolitan
areas  located  in the northeast and mid-Atlantic  regions  of  the  United
States.  With the  suspension  of  the  BR  Agreement  and  the  receipt of
regulatory approvals not previously sought by MMDS operators or granted  by
the  FCC,  CAI  has endeavored to develop the full capabilities of its MMDS
spectrum in addition to subscription television. CAI believes that its MMDS
spectrum can be utilized  as  the  transport  system  for  fixed,  flexible
two-way  uses  that  eventually could be combined into a wireless broadband
network  ("WBN").  Although  CAI  recognizes  that  there  are  significant
regulatory,  technological and financial issues surrounding the development
of such a system  in  any  of CAI's markets, CAI believes that such systems
can be deployed in a reasonable  manner  to  develop  a commercially-viable
means of delivering video, voice and data transmission services.

CAI has been aggressively seeking one or more Strategic Partners interested
in developing and utilizing wireless broadband networks.   The  Company has
demonstrated, and continues to demonstrate,  its technological capabilities
for each of video, voice and data to several potential Strategic  Partners.
In addition to a variety of demonstrations, the Company has been conducting
an  on-site  trial  for  one  telecommunications  company  providing  trial
participants  with  Internet access and corporate intranet access services,
which  services  have  recently   included  two-way  data  transmission  at
transmission speeds of up to 7 Mbps  for  downstream  transmissions and 600
Kbps return capacity.  The two-way transmission services are provided using
first-generation developed by a high technology equipment  manufacturer  in
conjunction  with  CAI  engineers,  and manufactured  specifically for MMDS
spectrum.  Business discussions between  CAI  and  these entities have been
wide ranging, and no definitive agreement has been reached  with any entity
at this time.

CAI  has  assembled  significant  spectrum  rights  in  the  northeast  and
mid-Atlantic  regions  of the United States.  CAI is focused on  preserving
these substantial channel  rights  in  anticipation  of  developing digital
systems that will allow CAI to utilize higher output power  and compression
technologies  to  increase  channel  capacity.   CAI  began to acquire  its
spectrum  capacity  in  preparation  for  its  obligations  under   the  BR
Agreement,  which  required CAI to deliver a minimum number of channels  in
each of the markets  subject  to the BR Agreement.  With the termination of
the BANX rights, CAI has continued  to  implement  a  preservation strategy
that will allow CAI to utilize its significant spectrum  capacity  for  the
delivery  of  video,  voice  and  data  services,  or  various combinations
thereof,  subject  to  regulatory approval, as necessary for  one  or  more
Strategic Partners.  This  preservation  strategy  includes  the  continued
build-out of the transmission facilities in conformity with the FCC license
perfection  regulations,  as  well as the re-negotiation of spectrum leases
when and as such leases mature.

Although CAI believes that it will  be possible to offer all three services
in any given market once regulatory approval  for  fixed,  flexible two-way
use  of  the  MMDS spectrum is obtained for such market, the allocation  of
channels among  the  various services is expected to be driven by the needs
of a Strategic Partner, whose needs, presumably, will be driven by consumer
demand for such services in CAI's markets.  Not all services may be offered
in all markets, and there  can  be  no  assurance  that CAI will be able to
locate  one  or  more  Strategic  Partners  interested in  utilizing  CAI's
spectrum  for such services.  CAI's initial efforts  with  respect  to  the
development  of  fixed, flexible two-way use of the MMDS spectrum have been
limited primarily  to its Boston and greater New York City markets and have
been limited to the conduct of tests.

CAI believes that fixed, flexible two-way use of the MMDS spectrum offers a
significantly  enhanced   service   capability   and   would   present  new
opportunities for CAI and other MMDS operators.  On October 10,  1997,  the
FCC  issued a Notice of Proposed Rulemaking ("NPRM") with respect to fixed,
flexible  two-way  wireless transmissions for MMDS and ITFS licensees.  CAI
believes that the FCC has acknowledged that two-way use of MMDS spectrum is
permitted, and that  the  focus  of  the  NPRM  is  on  the  technical  and
engineering  parameters that must be met in order for MMDS operators to use
their spectrum  in a coordinated two-way environment.  Comments on the NPRM
were due at the FCC by January 8, 1998 and reply comments were submitted by
February 9, 1998.

The NPRM is consistent  with  CAI's  strategy  of expanding the use of MMDS
spectrum   beyond   analog   video  services  to  a  full   complement   of
telecommunications  services  including   two-way   data  transmission  and
telephony  services.   CAI  believes that the proposed rules,  if  adopted,
would streamline the process by which CAI could apply for two-way authority
for its MMDS spectrum and increase  its  opportunities  to  implement  this
strategy,  and  in  turn  help CAI to meet the current and perceived future
competition and, in relation to obtaining a new Strategic Partner, show the
flexibility and increased value of CAI's MMDS spectrum.

Prior to and during the pendency of the NPRM process, CAI has received from
the FCC authorizations permitting  it  to  develop two-way,  fixed flexible
uses of its MMDS spectrum in specified CAI markets  for  specific  customer
locations.  CAI  has  applied  for,  and received from the FCC, a permanent
authorization for fixed, flexible two-way  use of five of its MMDS channels
for  16  customer  sites located in and around  CAI's  Boston  market.   In
response to another  application,  CAI received FCC authorization to use 10
MHz  of  MMDS  spectrum  for two-way transmissions  to  and  from  customer
locations located throughout  the  greater  Boston  metropolitan area.  The
applications contemplated that the customer locations  would  be  served by
seven  strategically  located  cell  sites,  three of which were previously
authorized, and four of which need further FCC  authorization,  that  would
transmit and collect information to and from the customer locations.

CAI  believes  that two-way, fixed flexible use of its MMDS spectrum should
include telephony  delivery services.  CAI believes that the combination of
digital compression, fiber loop and cellular technologies can be integrated
into the MMDS network architecture, resulting in a single wireless platform
capable  of delivering  a  wide  range  of  services,  including  telephony
delivery  services.    Adaptation   of  newly  available,  but  as  of  yet
commercially untested, technologies has  been  explored  by  CAI,  with the
intention  of assessing Broadband MMDS spectrum's ability to simultaneously
provide a combination  of  video,  voice  and  data delivery services.  CAI
believes  that  an  MMDS  system having one main transmitter  and  multiple
booster  sites  can be designed  using  standard  cellular  network  design
principles to produce  a  relatively  low-cost telephony delivery platform.
CAI  has  commenced preliminary testing and  has  taken  initial  steps  in
furtherance  of  developing  a telephony application for its MMDS spectrum.
Although CAI believes that an  MMDS  system  can  be  designed  to  provide
telephony  delivery  services, there can be no assurance that such a system
could  be  designed,  or  that  CAI  would  be  capable  of  designing  and
constructing such a system.   Furthermore,  in the event that such a system
could be designed, there can be no assurance  that  CAI  would  receive the
requisite  regulatory approval to offer a telephony delivery service,  that
CAI would have  the  financial  resources,  alone  or in conjunction with a
Strategic Partner, necessary to design and construct  a  telephony delivery
service  in  one or more of its markets, or that such service,  if  it  was
designed  and  constructed  by  CAI  in  one  or  more  markets,  could  be
successfully deployed in a commercially successful manner.

2.  Wireless Broadband Network

Subject to receipt  of  regulatory  approval for fixed, flexible use of its
MMDS spectrum and successful testing,  the successful deployment of digital
video, one- and two-way data transmission  and  telephony delivery services
utilizing the MMDS platform and sufficient capital  resources,  CAI intends
to launch a wireless broadband network (the "WBN").  CAI believes that this
network would be able to provide quick and relatively inexpensive household
coverage  on  a  broad scale.  CAI believes that the concept of a WBN  will
enhance CAI's ability  to  attract one or more Strategic Partners by giving
such partners the ability to provide competitive access products over CAI's
MMDS spectrum.  CAI also believes  that  its network design will be capable
of  providing a combination of analog and/or  digital  video  services  for
residential,  as  well  as  for  corporate  and institutional/instructional
subscribers, bundled with high speed Internet and intranet access services,
and telephony delivery services.  CAI expects  to  be  able  to  alter  the
channel allocation among the various services depending on the needs of the
Strategic  Partner and consumer demand, thereby increasing the potential to
derive multiple revenue streams from each system.

CAI has not  yet  implemented  a  WBN  system  in  any of its markets.  CAI
believes  that  the various regulatory approvals it has  received  and  the
joint development  projects  with  which  it is involved will enable CAI to
assess  the viability of  broadband, large-scale  systems  in  any  of  its
markets.   CAI  has  not,  however, tested a broadband system in any of its
markets.   There  are  a  number   of   risk  factors,  including,  without
limitation,  receipt  of  all  requisite regulatory  approvals,  technology
development and the availability  of additional financing, that will affect
the implementation of a broadband system  in  any of CAI's markets, some of
which are outside the control of CAI.  There can  be  no assurance that CAI
will be able to develop a broadband system in any of its  markets,  or that
if a WBN system is developed, that CAI will be able to deploy a variety  of
services in a commercially reasonable manner, if at all.

In  furtherance  of its development of the WBN, and in an effort to attract
one or more Strategic  Partners,  CAI  has  actively  participated  in  the
industry-wide  effort  to  change FCC regulations governing the use of MMDS
spectrum for two-way transmission services, has developed two-way equipment
in conjunction with high-technology equipment manufacturers, and has sought
to educate inter-exchange carriers  and  other large telecommunications and
technology  companies  with  respect  to CAI's  proposed  expanded  service
capabilities.

Additionally, in an effort to  maximize  the  potential of the WBN, CAI has
reconfigured  the  distribution  of digital video  signals  to  and  within
individual markets.  By utilizing  satellite  services,  CAI,  through  its
participation  in  TelQuest,  has  developed one digital compression center
capable of  servicing all of CAI's markets.   This  strategy eliminates the
need  for  the  construction and operation of multiple compression  centers
(one for each market  in  which  a  digital video service is launched), and
results in a projected construction cost-savings  of  $6  to $8 million for
each  compression  center.  CAI also believes that in areas within  markets
where the WBN could  not  deliver  services  (due  to LOS constraints), CAI
could provide digital satellite DTH video services and  potentially one-way
high-speed  data.   CAI would also have the opportunity to  migrate  future
digital MMDS video customers  from  the  WBN  to the satellite in the event
capacity on the WBN was needed for voice and data customers.

In the 18 months since the strategy was developed, CAI has made substantial
progress.  CAI believes it is positioned to execute a strategic transaction
with one or more large telecommunication companies and execute its business
plan utilizing the WBN.  The Company's business  plan going forward assumes
an investment and a contract for significant usage of the WBN in all of its
markets  by a Strategic Partner.  CAI's role in the  business  case  is  to
provide  the   transmission   infrastructure   and   bandwidth  enabling  a
high-quality  commercial  launch  of  simultaneous video,  voice  and  data
services.

CAI has designed cellular networks for  each  of its markets with each cell
having a five-mile radius.  The five-mile network  design  is the result of
an exhaustive engineering study of propagation and coverage  statistics and
design   parameters  such  as  the  availability  of  transmission  towers,
modulation  schemes,  and  transmit  power requirements from the subscriber
premises.  the design also incorporates  a  2 times frequency usage pattern
within  each  cell.   By  segmenting each cell into  four  quadrants,  each
frequency set for two-way communications  can  be  used  twice  within each
cell.

As  an  example, the Boston market is built out with 25 cells by the  tenth
year of the  plan  and covers approximately 88% of the homes and businesses
in the market area.   The Company estimates the total cost for each cell is
approximately $857,000.   Current  analysis  indicates  that  this cellular
design  is  economical  on  an incremental cell basis down to approximately
20,000 homes and businesses per cell.

Under the Company's proposed  business  plan,  the  Strategic Partner would
purchase WBN capacity, on a wholesale basis,  and retail the digital video,
voice  and  data  services  provided  via  the  WBN to its customers.   The
Strategic  Partner  would  market,  sell,  install, bill  and  service  the
customer and fund all acquisition and equipment  costs.  The wholesale fees
CAI anticipates it will charge should allow the Strategic  Partner to price
the services at the retail level to compete with the Local Exchange Carrier
and/or  cable  or  satellite  operator  in a particular market and  earn  a
reasonable return.  The prices to end-customers  will  be determined by the
Strategic  Partner.  The plan anticipates that the Strategic  Partner  will
offer a full-range  of  telecommunications  services  to  its  customers in
addition  to  the  video,  voice  and  data provided by CAI.  The wholesale
prices for the CAI services are expected  to  consist  of monthly recurring
charges  based on the number of customers for each service.   The  business
plan  further  anticipates  that  the  Strategic  Partner  will  be  retain
applicable installation fees.

The new  business  plan  segments  the  potential market into five sectors:
residential,  home  business, small business,  medium  business  and  large
business.   With input  from  an  outside  consulting  group,  the  Company
determined penetration rates for each service within each market segment as
well as the expected  retail  prices  from  which  it derived the wholesale
price CAI would charge the Strategic Partner.

3.  Digital Subscription Video

CAI  has  committed  significant  funds  and  substantial  engineering  and
regulatory efforts to the build-out of its digital  MMDS  system in Boston,
MA.   Initially,  construction  of  the  Boston  system  was undertaken  in
fulfillment of CAI's obligations under the BR Agreement with  BANX  for the
provision of subscription video services by BANX using MMDS spectrum.  When
BANX  abandoned  its  digital  video  plans, CAI continued to construct the
Boston  system.   In its continuation of  the  construction,  however,  CAI
sought to build into  the  system  flexibility it believed was necessary to
offer one-way, high-speed data services,  as well as two-way MMDS services,
such  as  two-way  data and telephony services.   CAI's  Boston  system  is
currently testing digital video, voice and data transmission services.

In connection with the  build-out  of the digital system in Boston, CAI has
converted nearly 100% of the ITFS receive  sites  in  Boston  enabling  the
receive  sites  to  receive  the  ITFS  signals,  as transmitted from CAI's
digital  head-end  and  several  repeater  sites  located   in  the  Boston
metropolitan area. The technology and equipment deployed and  being used in
Boston  for  digital  video  and other uses was devised primarily by  CAI's
engineering staff, working in  conjunction  with various equipment vendors.
Since the technology and equipment is relatively new, CAI and its principal
vendors  have  had to reconfigure certain aspects  of  the  technology  and
equipment.  CAI  has  substantially  eliminated many of the minor technical
flaws it experienced in the incipient  stages of developing and testing the
Boston digital video technology, and is working with vendors to improve the
technology  and  prototype  equipment deployed  in  Boston  for  video  and
alternative uses such as two-way data and telephony.

CAI originally indicated that  it would launch a digital subscription video
product in Boston during the second half of 1997.  The video launch was not
only viewed by CAI as important  as  a  means  of  attracting  a  Strategic
Partner,  but  also  was required to meet certain covenants imposed by  the
Interim Credit Facility  prior  to  its early termination in November 1997.
(The covenants imposed upon CAI in connection  with  the  issuance  of  the
Secured  Notes  do not include a digital video requirement in Boston or any
other CAI market.)   The  launch of a commercial digital subscription video
product  in  Boston has been  delayed   due  to  three  principal  factors:
unexpected delays  associated  with  equipment, including customer premises
equipment of sufficient quality to support a commercial launch of a digital
subscription  video product; CAI's limited  financial  resources;  and  the
absence of a Strategic  Partner  willing to utilize the digital MMDS system
to the fullest capacity.

CAI, in conjunction with its primary vendors, has made significant progress
in  improving the quality of the digital  video  product  being  tested  in
Boston.  The customer premises and other equipment has been reconfigured in
some  instances  in an effort to eliminate many of the technical flaws that
were associated with  the  early  versions of this equipment. At this time,
however, CAI has no definitive plans  to  launch,  on its own, a full-scale
commercial digital subscription video service in its  Boston market, and is
instead  contemplating  limited  roll-out  of a digital subscription  video
product  once  all  of  the technical flaws experienced  by  CAI  with  the
equipment  have  been eliminated  to  CAI's  satisfaction.   CAI  is  fully
committed to ensuring  that  its  ITFS  license holders in Boston can serve
their  respective receive sites with such  license  holders  digital  video
programming,  a  project  that  CAI  believes is substantially completed in
Boston.  CAI believes, however, that its  best  position in connection with
discussions  it is having or contemplates having with  potential  Strategic
Partners, and  in light of its limited financial resources, is to delay the
full-scale launch of a commercial video service for the immediate future.

Under the new WBN  business  plan,  CAI  projects  a  monthly charge to the
Strategic  partner  for  the  digital  video service  of $18.75  per  basic
subscriber per month for a 72-channel video product.  The rates for premium
services,  pay-per-view  movies and pay-per-view  events  are  forecast  at
$8.25, $12.50, and $17.50,  respectively.   These  prices  are projected to
increase  slightly  throughout  the  projection period.  The business  plan
includes the sale of the digital MMDS  signal  and does not contemplate the
resale  of  TelQuest's  digital  satellite signal to  customers  unable  to
receive  the MMDS signal.  Furthermore,  the  business  plan  projects  the
digital video  service  being  sold  only  in the residential sector of the
Company's markets.  The penetration rate for  such  video  service  in  the
fifth  year  of  the plan is 6.8% of addressable homes and 10% in the tenth
year.  The proposed  business  plan  does  not contemplate offering digital
video services in New York City due to the limitations  on  the  number  of
usable channels in that market.

4.  High-speed Data Services

CAI  believes  that MMDS technology presents a viable option to traditional
telephony providers  as  a "pipeline" through which Internet and commercial
on-line services can be carried,  especially  for  small-  to medium -sized
businesses  seeking  a  cost-effective  means  of  accessing  such  on-line
services.   To date, except for limited circumstances in which two-way  use
is authorized, the FCC has licensed the MMDS spectrum for one-way video and
data transmission.   CAI further believes that the MMDS industry's systems,
which can currently reach  more  than  50%  of the nation's households, are
superior to traditional telephone lines in terms  of speed.  An MMDS system
can  transmit data at speeds of up to 27 Mbps, nearly  1,000  times  faster
than traditional  telephony  rates  of  28.8 Kbps.  Several MMDS operators,
including   CAI,   have   successfully  tested  one-way   Internet   access
capabilities over their existing  systems,  using  a  traditional telephone
line for the typically less data-intensive return path.  During the fall of
1996, CAI began commercial trials of its one-way Internet access service in
its  New York, Rochester, NY and Boston markets.  This service  transmitted
data at  speeds of up to 27 Mbps downstream and utilized a telephony return
path.  Approximately 200 recipients participated in the trials.

In connection  with the development of CAI's Internet strategy, CAI engaged
a national Internet  consulting  firm,  Maloff Group International ("MGI"),
and appointed MGI's principal, Joel Maloff,  as  CAI's  acting  Senior Vice
President  and General Manager of Internet Services.  In consultation  with
MGI, CAI developed  a  wholesale  Internet  access strategy.  This strategy
includes  CAI  providing  retransmission  services   to   Internet  Service
Providers ("ISPs") on a market-by-market basis.  Pursuant to CAI's standard
form  of  retransmission  agreement,  an  ISP  can  purchase MMDS  spectrum
capacity from CAI in 1.544 Mbps bandwidth segments (each a "T1 Equivalent")
for a fixed monthly rate.  The ISP can serve as many  subscribers  from the
T1 Equivalent as it chooses, however, CAI recommends serving not more  than
300  subscribers  per T1 Equivalent to fully maximize download transmission
speeds.  The ISP maintains  the  subscriber  relationship, although in most
instances, CAI provides the installation services  to  the  ISP  for a fee.
CAI has currently contracted with four ISPs, which provide Internet  access
services in Rochester, New York City and Boston.

Under the WBN business plan, CAI intends to sell, on a wholesale basis  and
subject  to  regulatory  approval,  a two-way, high-speed data service to a
Strategic Partner for $22.50 per month  per  subscriber,  initially,  which
price  is expected to decline over the projection period.  The installation
charge  would  be  determined  and  collected  by  the  Strategic  Partner.
Subscriber installation charges are expected to be determined and collected
by the Strategic  Partner,  who  would be responsible for such installation
services at subscribers' premises.   The  Company's  business  plan further
assumes that each data subscriber is configured with one cable modem  unit,
which is expected to be provided by the Strategic Partner.

The  business  plan  further  assumes downstream capacity of 27 Mbps and an
upstream capacity of 3.5 Mbps.   Each  downstream  channel  is projected to
have a capacity of approximately 1,900 subscribers.  Five-year  penetration
rate assumptions for various market sectors are as follows:  residential  -
5.9%;  home  office  - 3.2%; small business - 4.8%; medium business - 2.6%,
and large business 0.0%.

5.  Telephony Services

The Companies' business  plan  also  assumes that CAI sells, on a wholesale
basis and subject to regulatory approval,  a telephony transmission service
to the Strategic Partner.  The expected base  charge  for  this  service is
$18.75 per customer per month, plus a usage charge of $0.01 per minute  per
64  Kbps  line.   Under  the  usage  assumptions contained in the Company's
business plan, this rate structure would  produce an average revenue to the
Company of $81.70 per month per customer.   The  telephony service capacity
currently being tested by the Company produces speeds  of up to 256 Kbps in
each direction.  The Company believes that the speed of  this  service will
increase to 512 Kbps with the next generation of equipment.

This telephony service is projected to be primarily a home office and small
business  product  and  is  not  expected  to  be  offered  to  residential
customers.   The  penetration  of addressable locations at the end of  five
years in the five sectors are as  follows:  residential - 0.0%, home office
- - 7.8%, small business - 7.8%, medium business - 4.9%, and large business -
1.5%.

6.  Analog-based Subscription Video

CAI currently operates six analog-based  subscription  video systems in New
York City, Rochester and Albany, NY; Philadelphia, PA; Washington,  DC, and
Norfolk/Virginia  Beach,  VA.  In addition, CAI has a portfolio of wireless
cable channel rights in eight  additional  markets,  including Long Island,
Buffalo  and  Syracuse,  NY;  Providence,  RI;  Hartford, CT;  Boston,  MA;
Baltimore,  MD,  and  Pittsburgh,  PA.  As of May 31,  1998,  CAI  provided
subscription video services to approximately  50,000  subscribers.   CAI 's
principal  subscription  video  competitors  in each of its markets are the
hard-wire cable companies, and include Comcast  Corp., Tele-Communications,
Inc., Cox Cable Communications, Time Warner Cable  and  Cablevision Systems
Corp.

The table below outlines as of March 31, 1998 (except as  indicated  in the
footnotes)  the  characteristics  of  the  markets  in  which  CAI  has  an
operational   subscription   television   system  or  in  which  CAI  holds
significant spectrum rights:

TABLE I



                                                    Estimated         Number of            New
                                                  Total Service     Analog/Digital    Analog/Digital
                                    DMA               Area             Channels          Channels          Number of
    MARKET                          RANK(1)        HOUSEHOLDS(2)      AVAILABLE(3)      APPLIED FOR       SUBSCRIBERS(4)
    ------                          ----           ----------         ---------         -----------       ----------- 
                                                                                             
New York City                        1              4,996,976          40                   0                6,100
Long Island(5)                      N/A             1,083,780          20                   8                    0
Philadelphia                         4              2,154,389          41                   2               30,900
Boston                               6              1,007,198          31                   2                    0
Washington, DC                       7              1,479,278          28                   0                  700
Pittsburgh                          19              1,011,310          32                   1                    0
Baltimore                           23              1,053,959          32                   1                    0
Hartford                            26                471,532          22                   0                    0
Buffalo                             39                501,314          33                   0                    0
Norfolk                             40                531,833          32                   1                1,900
Providence                          46                842,658          24                   9                  500
Albany                              52                320,742          32                   0                7,700
Syracuse                            69                278,630          22                   3                    0
Rochester                           73                401,575          27                   6                1,800
                                                   ----------                                               ------
SUB TOTAL                                          16,135,174                                               49,600
                                                                                                            ======
BTA MARKETS (SEE TABLE II BELOW)                    3,022,138
                                                   ----------
GRAND TOTAL                                        19,157,312
                                                   ==========









(1)     DMA is the Designated Market Area as  determined  by  A.C.  Nielsen
Company as of December 1995.

(2)     The  Estimated  Total  Service  Area Households in the service area
represents the approximate number of households  within a 35 mile radius of
CAI's Tower sites.  These households may have been adjusted downward if any
of CAI's markets overlapped with a newly acquired  market  (see  Table II).
This  information  is  based  on  estimates  of  CAI  obtained using two ED
Engineering software programs, MSITETM and POP90TM.  Both of these programs
use  1990  Census  data  to  compile  their  information.   Some  of  these
households will be "shadowed" and therefore unable to receive CAI's service
due  to  LOS  constraints.  The percentage of Estimated Households  in  the
Service Area that  CAI  estimates  may  be  shadowed due to LOS constraints
generally  ranges from 10% to 60% depending upon  the  market.   A  certain
amount of these  LOS  constraints  may  be  overcome  by  the  placement of
beambenders  and/or  signal  boosters  or  by properly designing a cellular
network within a service area.

(3)     The Number of Channels Available comprises  wireless cable channels
and local broadcast channels that can be received by subscribers.  Wireless
cable  channels  are  either licensed to CAI or leased to  CAI  from  other
license holders.  The Number  of  Channels  Available  includes  10 off-air
channels  in  Philadelphia and 11 in New York City.  The Number of Channels
Available includes  certain  channels  that are subject to FCC approvals or
third  party interference agreements.  CAI  has  pending  FCC  applications
concerning   co-location  of  transmission  sites  and/or  an  increase  in
broadcast power  with  respect to 5 channels in Hartford, 8 channels in New
York City, 17 channels in Providence, 3 channels in Buffalo, 15 channels in
Norfolk, 5 channels in Boston and 6 channels in Long Island.  The Number of
Channels Available includes  ITFS  channels  that  may not be available for
commercial  programming  by  CAI.   CAI  also  has rights,  either  through
licenses or leases, to 5 channels in Greensboro  (1 available and 4 applied
for),  8  available  channels  in  Memphis,  and  2 available  channels  in
Winston-Salem.

(4)     The  Number  of  Subscribers  represents  the  number   of   analog
subscription video subscribers as of May 31, 1998.

(5)     The Long Island market includes Nassau and Suffolk counties in  New
York State.

The  table  below  outlines as of March 31, 1998 the characteristics of the
potential markets for which CAI was the successful bidder at the completion
of the FCC Auction (defined  below).  The Estimated Service Area households
in Table I above may have been  adjusted  if  the 35-mile Protected Service
Area  (PSA) overlapped with any of the markets identified  below.   To  the
extent  there  was  overlap between two PSAs, the number of Estimated Total
Service Area households  in  such  overlapping  area  was  divided  equally
between the two affected markets.

Table II



                                                   Estimated          Number of              New
                                                  Total Service    Analog/Digital       Analog/Digital
                                   DMA               Area            Channels              Channels
    MARKET                         RANK            HOUSEHOLDS        AVAILABLE(1)         APPLIED FOR
    ------                         ----            ----------        ---------            -----------
                                                                                 
Dover, DE                          N/A               155,360            3                    12
Hyannis, MA                        N/A               213,629            1                     0
Manchester, NH                     N/A               316,004            1                     0
Worcester, MA                      N/A               352,646            9                     0
New Haven, CT                      N/A               541,263            3                     6
New London, CT                     N/A                96,380            1                     0
Springfield, MA                    102               366,198            9                    20
Poughkeepsie, NY                   N/A               258,221            2                     4
Pittsfield, MA                     N/A               116,365            1                     0
Glens Falls, NY                    N/A               141,702            4                     9
Ithaca, NY                         N/A               183,496            1                     8
Utica, NY                          166               153,219            2                     4
Summit, NJ                         N/A               127,655            8                     0
                                                   ---------
TOTAL                                              3,022,138
                                                   =========



(1)     The number of channels currently owned or leased by CAI.

CAI  has  not actively sought to increase its video subscriber base in  its
existing analog  operating  systems.  Originally, this decision was made in
connection with the BR Agreement,  which  contemplated  that  CAI  would be
required to transfer all of its analog video subscribers to the appropriate
BANX Affiliate at the time such BANX Affiliate became the provider of video
programming   in  a  particular  market.   CAI  was  not  entitled  to  any
compensation for subscribers so transferred, and there was no incentive for
CAI to increase  its  subscriber  base.   With  the  suspension  of  the BR
Agreement,  CAI  continues  to  explore  the  full capabilities of its MMDS
spectrum, including uses for such spectrum other  than  subscription  video
delivery.   Consequently,  CAI  has maintained its strategy of not pursuing
video subscriber growth while it evaluates its business opportunities other
than subscription video services.   The  policy  of not pursuing subscriber
growth has had a negative impact on CAI's revenues, which is only partially
mitigated by the cost-savings associated with reduced  marketing  and other
efforts ordinarily pursued in connection with increasing a subscriber base.

In each of the principal analog-based subscription video markets served  by
CAI  there  is,  and  CAI  believes  there will continue to be, significant
competition for households that are presently  subscribers  of  a hard-wire
cable  service.  Additionally,  CAI has experienced loss of subscribers  to
hard-wire  cable  providers in markets  where  CAI's  channel  offering  is
significantly less, as a result of channel capacity limitations inherent in
an analog-based MMDS operation, than the hard-wire cable providers, such as
in CAI's New York City market.

The Company's proposed  business  plan  assumes  that  CAI will continue to
operate  its  analog video business in an effort to maximize  current  cash
flow until the  infrastructures necessary for the implementation of the WBN
are constructed, which is projected to occur in 1999.  At that point, it is
assumed that the Company no longer has an analog video service and that the
Company does not  receive any remuneration from a Strategic Partner for the
transfer of any of its former analog subscribers to the Strategic Partner.

B.  Risk Factors Related To CAI's Business Plan

1.  Competition and Technology

The  subscription  television   industry   is  highly  competitive.   CAI's
principal  subscription  television  competitors   in   each   market   are
traditional  hard-wire  cable,  DBS  and  private cable operators.  Premium
movie  services offered by the cable television  systems  have  encountered
significant competition from the home video cassette recorder industry.  In
areas where  several  local  off-air  VHF/UHF  broadcast  channels  can  be
received  without  the benefit of subscription television, cable television
systems also have faced  competition  from  the  availability  of broadcast
signals  generally  and have found market penetration to be more difficult.
Legislative,  regulatory  and  technological  developments  may  result  in
additional and  significant  competition,  including competition from local
telephone companies.

(a)  Hard-Wire Cable

CAI's  principal subscription television competitors  in  each  market  are
traditional  hard-wire  cable  operators.   Hard-wire  cable  companies are
generally  well  established  and  known  to  potential customers and  have
significantly  greater  financial  and  other  resources   than  CAI.   The
hard-wire  cable  companies  competing  in  CAI's  markets generally  offer
significantly  increased channel line-ups, compared to  between  22  to  42
channels (consisting  of  between  17  and  33  wireless cable channels and
between  5  and  10  local  off-air VHF/UHF broadcast  channels)  generally
offered by CAI in its markets.   According to a report issued by the FCC in
September,  1995,  of  the  approximately   96,000,000   total   television
households  nationwide,  approximately  85,000,000  are passed by hard-wire
cable systems, and of those homes that are passed by  cable,  approximately
62,000,000 are hard-wire cable subscribers.

(b)  Direct-to-Home ("DTH")

DTH  satellite television services originally were available via  satellite
receivers  which generally were 7-to-12 foot dishes mounted in the yards of
homes to receive  television  signals  from orbiting satellites.  Until the
implementation of encryption, these dishes enabled reception of any and all
signals without payment of fees.  Having  to  purchase decoders and pay for
programming has reduced their popularity, although  CAI will to some degree
compete with these systems in marketing its services.   Another form of DTH
service is DBS, which involves the transmission of an encoded signal direct
from a satellite to the customer's home.  Because the signal is at a higher
power  level  and  frequency than most satellite-transmitted  signals,  its
reception  can be accomplished  with  a  relatively  small  (18-inch)  dish
mounted on a  rooftop  or in the yard.  DBS cannot, for technical and legal
reasons, provide local VHF/UHF  broadcast  channels as part of its service,
although many DBS subscribers receive such channels  via  standard over-the
air receive antennas.  Moreover, DBS may provide subscribers with access to
broadcast  network  distant  signals only when such subscribers  reside  in
areas unserved by any broadcast  station.  The cost to a DBS subscriber for
equipment and service is generally  substantially  higher  than the cost to
wireless   cable   subscribers.    According  to  DBS  Digest,  there   are
approximately 5,800,000 subscribers using DBS services.

(c)  Private Cable

Private cable, also known as satellite  master  antenna  television,   is a
multi-channel  subscription  television  service  where  the programming is
received  by  satellite  receiver  and  then transmitted via coaxial  cable
throughout private property, often MDUs,  without crossing public rights of
way.  Private cable operates under an agreement with a private landowner to
service a specific MDU, commercial establishment or hotel.  The FCC amended
its  rules  to  provide point-to-point delivery  of  video  programming  by
private cable operators  and  other  video  delivery  systems in the 18 GHz
band.   Private  cable operators compete with CAI for exclusive  rights  of
entry into larger MDUs.

(d)  Telephone Companies

The 1996 Act removed  many  of  the  restrictions  on  the ability of local
exchange carriers ("LECs"), including RBOCs, to provide  video  programming
directly to subscribers in their respective telephone service areas.  Thus,
while  there  remains  a  prohibition  against an LEC acquiring a hard-wire
cable operator within its telephone service  area, LECs can build their own
hard-wire cable systems.  In addition to having  the opportunity to install
traditional hard-wire cable, LECs also have the option  of  installing high
capacity  fiber  optic  facilities.  CAI believes that it will continue  to
maintain a cost advantage  over  installing  hard-wire, fiber optic or open
video   distribution  platforms  due  to  the  high  capital   expenditures
associated  with  such  technologies.   Bell South Corporation has acquired
wireless cable channel rights in Atlanta,  GA,  New Orleans, LA, and Miami,
FL  and  begun  to  offer services in New Orleans.  Pacific  Telesis  Group
recently launched a 150  channel  digital  video system in Los Angeles, CA.
The  competitive  effect  of  the  entry of telephone  companies  into  the
subscription  television  business,  including  wireless  cable,  in  still
uncertain.

(e)  Local Off-Air VHF/UHF Broadcasts

Local off-air VHF/UHF broadcast television  stations (such as ABC, NBC, CBS
and Fox) provide free programming to the public.   Previously, subscription
television  operators  could  retransmit  these broadcast  signals  without
permission.  However, effective October 6, 1993, pursuant to the 1992 Cable
Act, local broadcasters may require that subscription  television operators
obtain  their  consent  before retransmitting local television  broadcasts.
CAI has obtained such consents for its operating systems.  CAI also will be
required to obtain such consents  in certain of its markets to re-broadcast
any such channels.  CAI believes that  it  will  be  able  to  obtain  such
consents,  but no assurance can be given that it will be able to obtain all
such consents.   The  FCC also has recently permitted broadcast networks to
acquire, subject to certain  restriction,  ownership interests in hard-wire
cable  systems.   In  some  areas,  several low power  television  ("LPTV")
stations  authorized  by  the  FCC  are  used   to   provide  multi-channel
subscription   television  service  to  the  public.   LPTV  transmits   on
conventional VHF/UHF  broadcast  channels,  but  is  restricted to very low
power  levels,  which limits the area where a high-quality  signal  can  be
received.

(f)  Local Multi-Point Distribution Service ("LMDS")

In 1993, the FCC  initially  proposed  to  redesignate  the  28 GHz band to
create  a new video programming delivery service referred to as  LMDS.   In
July 1995, the FCC proposed to award licenses in each of 493 BTAs- pursuant
to auctions.   Final rules were issued by the FCC, and the auction for LMDS
spectrum was conducted,  in  February  1998.   Bidders  bid  on  an A-block
license,  consisting  of  1,150  MHz  of  spectrum,  and a B-block license,
consisting of 150 MHz of spectrum, in each BTA-.  A total  of  864 licenses
were  sold  to 104 bidders for bids totaling $578.6 million.  122  licenses
were  not sold,  including  109  A-block  licenses.   The  FCC  intends  to
re-auction the unsold licenses at an undetermined date in the future.

The LMDS  licensees  share  the  28  GHz  frequency  band  with  the Mobile
Satellite  Service  and  the  31 GHz band with state and local governments.
The FCC contemplates allowing the  LMDS licensees to use the spectrum for a
variety  of  services,  including  telephony,   interactive   video,  video
distribution,  data transmission, teleconferencing, and other applications.
Depending on the  type  and  number  of  services  offered, the cost of the
customer-premises  equipment  could range from $300 (for  a  video  receive
antenna) to $1,000 (for telephony, video, and data capabilities).

In addition, within each market,  CAI initially must compete with others to
acquire,  from the limited number of  MMDS  channels  issued  or  issuable,
rights  to a  minimum  number  of  MMDS  channels  needed  to  establish  a
commercially  viable  system.   Digital capability is essential for MMDS to
compete with hard-wire cable, which  in  its  current  analog  state offers
between 36 to 90 channel offerings depending on a given market.   With  the
deployment  of  digital,  hard-wire  cable  is  expected  to offer over 150
channels.    CAI  has  lost  television  subscribers  to  hard-wire   cable
competitors in  each of its markets due to the channel capacity limitations
inherent in an analog-based  MMDS  operation.   In  addition,  within  each
market, CAI initially must compete with others to acquire, from the limited
number  of  MMDS channels issued or issuable, rights to a minimum number of
MMDS channels needed to establish a commercially viable system.  Aggressive
price competition  or  the  passing  of  a  substantial number of presently
unpassed households by any existing or new subscription  television service
could  have  a  material adverse effect on CAI's results of operations  and
financial condition.

New and advanced  technologies  for  the  subscription television industry,
such as digital compression, fiber optic networks,  DBS transmission, video
dialtone,  and  LMDS  are  in various stages of development  of  commercial
deployment.   These technologies  are  being  developed  and  supported  by
entities,  such   as   hard-wire  cable  companies  and  RBOCs,  that  have
significantly greater financial  and  other  resources than CAI.  These new
technologies could have a material adverse effect  on  the  demand for MMDS
subscription television services.  There can be no assurance  that CAI will
be  able to compete successfully with existing competitors or new  entrants
in the market for subscription television services.

CAI also  will  face  intense  competition from other providers of data and
telephony transmission services  if  CAI implements, on a commercial basis,
such services.  Such competition is increased  due  to  the  fact that MMDS
spectrum  has  not  traditionally been utilized to deliver such alternative
services, and consumer  acceptance  of  such  services  delivered  via MMDS
technology is unknown at this time.  Many of the existing providers of data
transmission  and  telephony  services,  such as long distance and regional
telephone  companies,  have  significantly  greater   financial  and  other
resources than CAI.  In addition, there can be no assurance that there will
be consumer demand for alternative uses of the MMDS spectrum  such  as data
transmission,  including  Internet  access services, and telephony delivery
services,  that  CAI  will be able to compete  successfully  against  other
providers  of  such  services,   or  that  CAI  will  be  able  to  achieve
profitability from such services in future years.

2.  Dependence on Channel Leases and Licenses; Need for License Extensions

CAI  is  dependent  upon  leases  of  transmission  capacity  from  various
third-party license holders for much of  its channel rights.  MMDS and ITFS
licenses generally are granted for a term  of  ten years and are subject to
renewal  by  the  FCC.   FCC  licenses also specify construction  deadlines
which, if not met, could result  in  the loss of the license.  Requests for
additional time to construct a channel  may  be  filed  and  are subject to
review  pursuant  to  FCC  rules.   Certain of CAI's MMDS and ITFS  channel
rights are subject to pending extension requests and it is anticipated that
additional extensions will be required.  There can be no assurance that the
FCC will grant any particular extension request or license renewal request.

CAI's channel leases typically cover  four ITFS channels and/or one to four
MMDS channels each.  Under the rules of  the  FCC,  the  term of leases for
ITFS channels, which constitute between 20 and, in rare instances,   28  of
the  33 available wireless channels within any major wireless cable market,
may not  exceed 10 years.  The ITFS channel leases under which CAI operates
generally  provide that following the expiration of the initial term of the
lease, the ITFS  license  holders  may  negotiate  for the lease of channel
capacity for one or more additional or renewal terms  with  only CAI or its
sublessor.   (The MMDS channel leases held by CAI generally grant  CAI  the
right to renew  the  channel lease.)  If a renewal agreement is not reached
within a specified time  frame  during  which only CAI or its sublessor has
the  use of the channel capacity, CAI would  thereafter  typically  have  a
right of first refusal to match any competing offers from one or more third
parties.  For these and other reasons, including CAI's status as the entity
that controls  the  tower  lease and the equipment, CAI anticipates that it
will be able to negotiate additional  renewals  with  either  the incumbent
license  holder,  or with successor license holders, although there  is  no
assurance that it will be successful.

All ITFS and MMDS channel  leases are dependent upon the continued validity
of the corresponding FCC license.  CAI anticipates that upon the expiration
of  the current license terms,  all  such  FCC  licenses  will  be  renewed
following  completion  of  the  FCC  review  process,  although there is no
assurance  that  the  FCC  will  grant  these  renewal  applications.   The
termination  of  or  failure  to renew a channel license or lease (due to a
breach by CAI or its lessor, cancellation  of  the  license held by a third
party  lessor for failure to timely construct and/or perfect  the  wireless
cable facility, or otherwise) or the failure to grant an application for an
extension  of  the time to construct an authorized station, could result in
CAI being unable to deliver services on such channel(s) unless it were able
to  lease  excess  capacity  from  a  successor  license  holder.   Such  a
termination  or  failure in a market which CAI actively serves could have a
material adverse effect on Reorganized CAI and its operations.

3.  Highly Competitive Businesses

The subscription television,  high speed data, and local telephone services
businesses are highly competitive. The competitors for the services in each
market are traditional hard-wire  cable,  direct broadcast satellite (DBS),
private cable operators, regional telephone  companies, CLEC's and Internet
service  providers.  Many of these competitors  are  well  established  and
known to potential  customers  and have significantly greater financial and
other resources than CAI.

New  and  advanced  technologies for  the  delivery  of  telecommunications
services, such as fiber optic networks, ADSL, 28 GHz microwave transmission
(LMDS),  and  22 GHz microwave  transmission,  are  in  various  stages  of
development.   Certain  of  these  technologies  are  being  developed  and
supported by entities,  such  as  hard-wire  cable  companies  and regional
telephone  companies,  that have significantly greater financial and  other
resources than CAI.  These  new  technologies  could  have material adverse
effect  on  the  demand for Reorganized CAI's services.  There  can  be  no
assurance that Reorganized  CAI  will  be able to compete successfully with
existing  or  new entrants in the market for  subscription  television  and
telecommunications services.

4.  Competitive Pressures of Rapid Changes in Technology

The subscription  television  and telecommunications services industries in
general are subject to rapid and  significant changes in technology.  These
changes may increase competitive pressures  on  Reorganized  CAI or require
capital investments by Reorganized CAI (to remain competitive) in excess of
its  available  resources.   Because  of  the  rapid  and  high  level   of
technological  change  in the industry, the effect of technological changes
on Reorganized CAI's businesses of cannot be predicted with any certainty.

5.  Need for Additional Financing for Operations

Reorganized CAI's new business  plan  will  require one or more substantial
investments  to  finance  projected  capital  expenditures   and  operating
expenses for system development.  These activities may be financed in whole
or  in  part  by  Reorganized CAI through debt or equity financings,  joint
ventures, or other  arrangements.   There  are no assurances, however, that
the financing necessary to expand the build-out  of  the wireless broadband
networks will be available on satisfactory terms and conditions, if at all.
Additional debt could result in a substantial portion  of Reorganized CAI'S
cash flow from operations being dedicated to the payment  of  principal and
interest   on  such  indebtedness  and  may  render  Reorganized  CAI  more
vulnerable to competitive pressures and economic downturns.  The failure to
obtain  additional   financing   could   adversely  affect  the  growth  of
Reorganized CAI and its ability to compete successfully in the subscription
television and telecommunications services industries.

6.  New Business Strategy/Strategic Partner

The  provision  of  subscription  television services  utilizing  the  MMDS
spectrum  is not new; however, the provision  of  video  services  packaged
together with  high speed data and telephone services, on a wholesale basis
to one or more Strategic  Partners,  as  contemplated  by Reorganized CAI's
business plan, is a new and untested concept.  Thus, Reorganized  CAI  will
face  a  number  of the difficulties and uncertainties generally associated
with new businesses,  such  as  lack  of consumer acceptance, difficulty in
obtaining  financing,  increasing  competition,   advances   in   competing
technologies  and  changes  in  laws  and  regulations.   Although  CAI has
developed  prototype  equipment,  which  is  currently  installed and being
demonstrated in New York and Boston, the equipment is not  yet commercially
available.   There can be no assurance that the wireless broadband  network
will develop as  planned.   In  addition,  while  CAI has conducted lengthy
discussions with several potential Strategic Partners,  and  believes that,
primarily due to the tremendous cost and "time to market" advantages of the
wireless broadband network over competing networks, it ultimately  will  be
successful  in  attracting  a  Strategic Partner, there can be no assurance
that any transaction with a Strategic Partner actually will be consummated.

C.  Business And Operations of PCT

Following consummation of the Plan,  PCT  will  continue  to provide analog
subscription  video  services  to  its  single  family and commercial  unit
subscribers  in  the  Philadelphia market.  See Section  II.E  --  "General
Information -- PCT -- Operations of PCT"




        IV.  CORPORATE STRUCTURE AND MANAGEMENT OF THE COMPANIES

A.  Board Of Directors Of CAI

The following persons currently comprise the Board of Directors of CAI:

Jared E. Abbruzzese has  been  Chairman  of  the  Board and Chief Executive
Officer of CAI since its formation in August 1991.  From August  1992 until
September 1993, he served in various capacities for the prior operator of a
wireless  cable  system  in   Albany, New York.  Mr. Abbruzzese  served  as
President of The Diabetes Institute  Foundation in Virginia Beach, Virginia
from October 1988 until August 1991.   Since  February  1996,  he  also has
served as Chairman and Chief Executive Officer of CS Wireless.

John J. Prisco has been President and Chief Operating Officer of CAI  since
March 1, 1996.  Mr. Prisco also has been a director of CAI since 1996.   He
came  to  CAI from Bell Atlantic Network Services, Inc., where he spent the
last three  years  as  a  corporate  officer, most recently as President of
CellularVision of New York, the only LMDS  (28 GHz) wireless cable operator
in the United States.  In 1986, Mr. Prisco founded Penn Access Corporation,
which   operated  a  fiber  optic  network  in  the   greater   Pittsburgh,
Pennsylvania  area.   Mr.  Prisco  served  as President and Chief Executive
Officer of Penn Access until its sale in 1993  to Tele-Communications, Inc.
Penn  Access  currently  operates  as  part of the Teleport  Communications
Group.

James  P.  Ashman has been Executive Vice  President  and  Chief  Financial
Officer of CAI  since  December  1995.   Previously,  he  was  Senior  Vice
President  and  Treasurer  of CAI from September 1994 to December 1995.  He
has  been  a director of CAI since  March  1994.   From  November  1992  to
September 1994,  he  was  a  senior  advisor of, and independent consultant
affiliated with, Carolina Barnes Capital, Inc. ("CBC"), a registered broker
dealer.  CBC served as a financial advisor  to  CAI from January 1993 until
September 1994.  Since February 1996, Mr. Ashman  has  served as a director
of CS Wireless.

George M. Williams has been Treasurer and Secretary of CAI  since  December
1995 and a director of CAI since 1993.  Mr. Williams served as CAI's  Chief
Administrative  Officer  from  December  1995  until  January 1998, when he
became general manager of CAI's Albany and Rochester, NY operating systems.
Mr. Williams previously served as Executive Vice President  of  Finance and
Chief  Financial Officer of CAI from August 1993 until December 1995.   Mr.
Williams   has  been  a director of CAI since August 1993 and was Treasurer
from March 1994 through  September  1994.   Mr.  Williams  was  a financial
consultant  to  CAI  from September 1992 until joining CAI in August  1993.
From 1986 until August  1993  he was a partner in Cable Management Services
providing management consultation  to  the  hard-wire  and  wireless  cable
industries in both the domestic and international markets.  He was involved
in  the  start-up  of Schomann Entertainment, Inc., a small hard-wire cable
multiple systems operator,  as  a  partner  and controller with operational
responsibilities  from  1987  until  August  1993.   He  also  has  been  a
consultant in the cable television industry since  1986.   Mr.  Williams is
currently a 20% shareholder and officer of Hamilton County Cable  TV, Inc.,
a hard-wire cable system operator.

Arthur  C.  Belanger  has been a director of CAI since 1994.  From December
1979 to 1984, Mr. Belanger  served as Vice President and General Manager of
GE Cablevision, which had merged  with  United Artists Communications, Inc.
("UA")  in  1979.   From 1984 until his retirement  in  January  1992,  Mr.
Belanger  served as UA's  Executive  Vice  President  and  Chief  Operating
Officer.  Mr. Belanger also is a director of TCI Ventures Five, Inc.

Harold A. Bouton  has  been  a director of CAI since 1994.  Since 1983, Mr.
Bouton has been the President  and Chief Executive Officer of WTVI, Channel
42, the Public Broadcast Service  ("PBS")  affiliate  in  Charlotte,  North
Carolina.

David  M.  Tallcott has been a director of CAI since 1995.  Since 1990, Mr.
Tallcott has  been  President of Lortech Corporation, a full  service large
mainframe commercial  data  center  serving  the  insurance industry, labor
unions and direct mailers.

Robert D. Happ has been a director of CAI since 1995.   Mr.  Happ served as
Senior  Managing Partner of the Boston, Massachusetts office of  KPMG  Peat
Marwick LLP  from  1985  until  his retirement in 1994.  Mr. Happ also is a
director of Galileo Corporation and  Cambridgeport Bank, and since February
1996, has served as a director of CS Wireless.



B.  Management Of CAI

The following is a list of CAI's executive  officers  and  their  positions
with CAI as of June 15, 1998:




        Name                             Position(s) with CAI

                                      
Jared E. Abbruzzese                      Chairman of the Board and Chief Executive Officer


John J. Prisco                           President and Chief Operating Officer


James P. Ashman                          Executive Vice President and Chief Financial Officer


Gerald Stevens-Kittner                   Senior Vice President -- Spectrum Management


Bruce W. Kostreski                       Senior Vice President -- Engineering and Chief
                                         Technical Officer


For additional information concerning the Company's officers and directors,
see CAI's Form 10-K for the year ended  March 31, 1998, a copy of which  is
annexed hereto as Exhibit B.

C.  Board Of Directors And Management Of PCT

The  Board of Directors of PCT currently is comprised of Messrs. Prisco and
Ashman.  The following is a list of PCT's officers and their positions with
PCT as of June 15, 1998:



        Name                            Position(s) with PCT

                                     
John J. Prisco                          President


James P. Ashman                         Executive Vice President


Gerald Stevens-Kittner                  Senior Vice President -- Spectrum Management


George J. Parise                        Vice President, Controller and Treasurer


Sabino Rodriguez, III                   Secretary


D.  Employment Agreements

CAI has entered into employment agreements with Messrs. Abbruzzese, Prisco,
Ashman,  Stevens-Kittner  and  Kostreski,  as  well  as  certain  other Key
Employees  who  are  not  executive officers listed above.  Such agreements
continue in effect until March  21,  1999,  in  the case of Mr. Abbruzzese;
until January 3, 1999 in the case of Mr. Prisco; until February 28, 1999 in
the  case  of  Mr.  Ashman;  until  March  18,  1999  in the  case  of  Mr.
Stevens-Kittner; and until March 8, 1999 in the case of Mr. Kostreski.  The
employment  agreements are automatically renewable for successive  one-year
terms, unless otherwise terminated.

Under the terms  of  their respective employment agreements: Mr. Abbruzzese
serves as Chairman and Chief Executive Officer of CAI and is entitled to an
annual base salary of  $350,000;  Mr.  Prisco serves as President and Chief
Operating Officer of CAI and is entitled  to a base salary of $200,000; Mr.
Ashman serves as Executive Vice President and  Chief  Financial  Officer of
CAI  and  is  entitled  to  a  base salary of $183,000; Mr. Stevens-Kittner
serves as Senior Vice President  - Spectrum Management and is entitled to a
base salary of $180,000, and Mr. Kostreski  serves as Senior Vice President
- - Engineering and is entitled to a base salary  of  $143,750.   Each of the
foregoing  executive  officers  also is entitled to an annual bonus  to  be
determined by the Compensation Committee.

Pursuant  to their respective employment  agreements,  Messrs.  Abbruzzese,
Prisco, Ashman, Stevens-Kittner and Kostreski agree to devote substantially
all of their  working  time  to  the  business  of CAI.  Mr. Abbruzzese has
agreed  to devote not less than 75% of his working  time  to  CAI  and  Mr.
Stevens-Kittner may devote up to 20% of his working time to the business of
CS Wireless.   Each  of the employment agreements entitles the executive to
his base salary and certain benefits for 12 months following termination of
such executive's employment  without  cause  (as  defined in the employment
agreement).   All  of  the  named executives are subject  to  nondisclosure
agreements with respect to the  confidential  information  of  CAI  and are
subject   to  a  noncompetition  provision  in  each  of  their  employment
agreements.

In connection with the consummation of the Plan, Reorganized CAI will enter
into  new  one-year  employment  agreements  with  the  Key  Employees,  in
substantially  the  same  form as the existing agreements, but amending the
severance payable upon certain  terminations  of employment.  The severance
amount  payable  in the event of a termination other  than  for  cause  (as
defined in the agreements)  will be equal to one year's base salary for all
Key Employees, other than Mr.  Abbruzzese,  for  whom  the severance amount
will  be  equal  to  eighteen  month's  base salary.  The severance  amount
payable in the event of a termination of  employment  as  a  result  of  an
individual's  death  or disability will be equal to one year's base salary,
except for Mr. Abbruzzese,  for  whom the severance amount will be equal to
eighteen month's base salary; provided, however, any severance payment paid
to an individual as a result of disability will be reduced by the amount of
disability insurance proceeds received  by  the  individual  pursuant  to a
Company-provided policy.

The  new  Employment  Agreements  also provide for payment of the severance
amount  in the event of a voluntary  termination  of  employment  for  Good
Reason within  18  months  following  the  Consummation  Date.  Good Reason
means, with respect to the employee, (i) the assignment to  the employee of
any  material duties materially inconsistent with the employee's  position,
authority,  duties  or responsibilities immediately before the Consummation
Date, excluding for this purpose an isolated, insubstantial and inadvertent
action not taken in bad  faith that is remedied by Reorganized CAI promptly
after receipt of notice of such action given by the affected employee; (ii)
any material reduction in  the  employee's base salary, opportunity to earn
annual bonuses or other compensation  or employee benefits, other than as a
result of an isolated and inadvertent action not taken in bad faith that is
remedied by Reorganized CAI promptly after receipt of notice of such action
given  by  the  affected employee; (iii) Reorganized  CAI's  requiring  the
employee to relocate his or her principal place of business to a place that
is more than thirty-five  miles from his or her previous principal place of
business; or (iv) any purported  termination of the agreement other than as
expressly permitted by the agreement.

In  February  1998, CAI implemented  a  deferred  bonus  plan  for  certain
employees.  Under  the  terms of the plan, bonuses in amounts determined by
the Compensation Committee  would  be  paid  to  plan participants upon the
earlier of (a) the completion by CAI of a major financial restructuring, or
(b)  the  completion  of  investments by, and/or contractual  relationships
with, one or more Strategic Partners valued at not less than $75 million in
the  aggregate  (each  a "Bonus  Event").   Under  the  plan,  a  total  of
approximately $1,200,000 would be paid within 60 days of a Bonus Event.  In
approving  the  deferred bonus  plan,  the  Compensation  Committee,  while
recognizing CAI'S  financial  status,  was  concerned  that  CAI  honor its
contractual  obligations  to  those individual employees with whom CAI  had
employment agreements entitling  them to an annual bonus.  The Compensation
Committee was also guided by the need  to provide certain employees with an
appropriate incentive as CAI sought to implement its long-term plans.

In recognition of the consummation of a  series  of transactions during the
fourth quarter of fiscal year 1998 that resulted in  a complete termination
of all rights and interests previously held by the BANX Affiliates in CAI's
spectrum and the BANX Securities, and the importance of  the termination of
such  rights  and  interests  in  CAI's  search  for one or more  Strategic
Partners, the Compensation Committee waived the Bonus Event requirement and
approved the payment of 45% of the bonus amount to  members of CAI's senior
management and 90% of the bonus amount to other plan  participants  at  the
end  of February 1998.  Simultaneously, the Compensation Committee approved
the payment  of  an  additional 45% of the bonus amount on June 15, 1998 to
those plan participants that received 45% of the bonus amount at the end of
February 1998 in the form  of  a  retention bonus, subject to the condition
that such participant continue to be an active employee of CAI through June
15, 1998.

On June 10, 1998, the Unofficial Noteholders'  Committee requested that CAI
defer  the required payment of the retention bonuses  until  the  Committee
could review,  and  CAI  and  the  Committee could resolve, all outstanding
arrangements and issues with respect  to the employment and compensation of
continuing  management.   In  response to  this  request,  CAI's  board  of
directors agreed to defer for one  week,  with  the consent of the affected
employees,  the  retention bonuses due to Messrs. Abbruzzese,  Prisco,  and
Ashman (representing  approximately  53.9%  of  the  total), but to pay the
remainder  when due on June 15 to other participating employees.   On  June
19, 1998, the  Committee  and  CAI  reached  agreement  on  employment  and
compensation matters concerning continuing management and, accordingly, CAI
paid Messrs. Abbruzzese, Prisco, and Ashman their retention bonuses on June
22,  1998.   The  remaining  10%  of  the  aggregate  bonus amount due each
participating  employee  is still subject to the originally-approved  Bonus
Events.


E.  Executive Severance Plan

CAI currently maintains an  Executive  Severance  Pay  Plan (the "Severance
Plan")  pursuant  to  which  executive  employees  of  CAI  identified  and
designated  by  the  Compensation  Committee  as eligible participants  are
entitled  to  certain severance benefits upon a Qualifying  Termination  of
Employment in the  event  of  a  change  in  control  (as defined under the
Severance Plan).  Individuals designated by the Compensation  Committee  as
Tier  I participants are eligible for a lump sum payment equal to 30 months
of such  individual's  base  salary,  as well as the maintenance of certain
other benefits (or a reasonable equivalent thereof) for a prescribed period
following the Qualifying Termination of Employment.  Individuals designated
by the Compensation Committee as Tier II  participants  are  eligible for a
lump sum payment of 18 months of such individual's base pay, as well as the
maintenance of certain other benefits (or a reasonable equivalent  thereof)
for a prescribed period following the Qualifying Termination of Employment.
The  Compensation Committee has reserved the right, in its sole discretion,
to add  or  remove  participants  from the Severance Plan from time to time
prior to a change in control of CAI.

Under the Severance Plan, a "Qualifying  Termination  of Employment" occurs
if,  within  two  years  of a change in control of CAI, (a)  a  participant
terminates her employment  as  a  result  of  (i)  the  assignment  to such
participant  of  any  duties inconsistent in any respect with participant's
position (including status,  offices,  titles, and reporting requirements),
authority,  duties or responsibilities immediately  before  the  change  in
control,  or any  other  action  by  CAI  that  results  in  a  significant
diminution   in  such  position,  authority,  duties  or  responsibilities,
excluding for  this  purpose  an  isolated,  insubstantial  and inadvertent
action  not taken in bad faith and which is remedied by CAI promptly  after
receipt of notice thereof given by participant; (ii) any material reduction
in participant's   base  pay,  opportunity  to earn annual bonuses or other
compensation or employee benefits, other than  as  a  result of an isolated
and inadvertent action not taken in bad faith and that  is  remedied by CAI
promptly after receipt of notice thereof given by participant;  (iii) CAI's
requiring participant to relocate his or her principal place of business to
a  place  which  is  more  than  thirty-five miles from his or her previous
principal place of business; (iv)  any  purported  termination  of the Plan
otherwise  than  as  expressly  permitted  by  the  Severance  Plan; or (v)
termination  of  the  participant's employment as a result of participant's
death or disability  within 24 months following a change in control, or (b)
CAI terminates a participant's  employment.   A participant is not entitled
to separation benefits under the Severance Plan  in  the  event  that  such
participant's  employment  is  terminated  for  cause  or  the  participant
voluntarily resigns from CAI.

For   purposes  of  the  Severance  Plan,  each  of  the  following  events
constitutes  a  "Change  in  Control": (i) a report on Schedule 3d shall be
filed with the Securities and Exchange Commission pursuant to Section 13(d)
of the Exchange Act disclosing  that  any  person  other  than  CAI, or any
employee  benefit  plan  sponsored by CAI, is the beneficial owner (as  the
term  is  defined  in  Rule 3d-3  under  the  Exchange  Act),  directly  or
indirectly, of thirty-five  percent  or  more  of  the  total  voting power
represented  by  CAI's  then  outstanding voting securities (calculated  as
provided in paragraph (d) of Rule  3d-3  in  the  case of rights to acquire
voting  securities); or (ii) any person, other than  CAI  or  any  employee
benefit plan  sponsored  by CAI, shall purchase shares pursuant to a tender
offer  or exchange offer to  acquire  any  voting  securities  of  CAI  (or
securities convertible into such voting securities) for cash, securities or
any other consideration, provided that after consummation of the offer, the
person in  question  is  the  beneficial  owner, directly or indirectly, of
thirty-five percent or more of the total voting  power represented by CAI's
then outstanding voting securities (all as calculated under clause (i)); or
(iii) the stockholders of CAI shall approve (A) any consolidation or merger
of CAI in which CAI is not the continuing or surviving  corporation  (other
than a merger of CAI in which holders of Old Common Stock immediately prior
to the merger have the same proportionate ownership of Old Common Stock  of
the  surviving  corporation  immediately  after  the  merger as immediately
before),  or  pursuant  to which Old Common Stock would be  converted  into
cash, securities or other  property,  or  (B)  any sale, lease, exchange or
other transfer (in one transaction or a series of  related transactions) of
all or substantially all the assets of CAI; or (iv)  CAI  shall have filed,
or  an  involuntary  filing  shall have been made in respect of   CAI,  for
protection from creditors under  the  Bankruptcy  Code,  or (v) there shall
have been a change in the composition of the Board of Directors  of  CAI at
any   time  during  any  consecutive  twenty-four-month  period  such  that
"continuing  directors" cease for any reason to constitute at least a fifty
percent majority  of the Board.  So long as there has not been a "change of
control" within the  meaning  of  clause  (iv),  the Board of Directors may
adopt  by a seventy percent majority vote of the "continuing  directors"  a
resolution  to  the  effect  that an event described in clauses (i) or (ii)
shall  not  constitute a "change  of  control."   In  connection  with  the
consummation of the Plan, the Severance Plan will be terminated.

F.  Transactions With Affiliates

Certain officers  and  directors  are  involved  in other relationships and
transactions with CAI, including interests in certain  affiliated companies
and  in  companies which provide CAI and/or the Subsidiaries  with  certain
services.  Recent transactions with affiliates are summarized below.

Satellite  Services.   CAI has pursued three satellite ventures in addition
to its investment is TelQuest  Satellite Services LLC (described more fully
below), through the following wholly-owned  Subsidiaries (collectively, the
"Satellite Subsidiaries"): (i) MMDS Satellite  Ventures,  Inc.,  which  was
formed  for  the  purpose of pursuing Ku-band satellite opportunities; (ii)
CAI  Data  Systems, Inc.,  formed  for  the  purpose  of  pursuing  Ka-band
satellite opportunities,  and  (iii)  CAI  Satellite  Communications, Inc.,
formed for the purpose of pursuing V-band satellite opportunities.

MMDS Satellite Ventures, Inc. has been inactive since the  summer  of 1997,
primarily  due to a perceived lack of interest on the part of any potential
joint venture  partner  in pursuing a Ku-band satellite strategy.  CAI Data
Systems, Inc. ("Data Systems") announced on July 23, 1997 that it had filed
an application with the FCC  to  construct,  launch,  and operate a Ka-band
satellite.   The application, which is currently pending  before  the  FCC,
contemplates a July 1999 launch date for the satellite.  The estimated cost
of constructing  and launching the satellite is approximately $292,500,000,
which Data Systems  plans  to  finance through the issuance of its own debt
and/or equity securities.  There  can  be  no  assurance that Data Systems'
application will be granted by the FCC or, if granted,  that  Data  Systems
will  be  able  to  secure  financing  necessary  to construct and launch a
satellite.  CAI Satellite Communications, Inc. filed  a  V-band application
on  September 25, 1997 for the same orbital slots that were  identified  in
Data  System's  Ka-band application.  The application is currently awaiting
FCC review.  The  rationale  for  seeking  identical  orbital  slots in the
V-band application was to permit the co-location of multiple satellites  in
the  same  orbit,  which potentially could result in the saving of enormous
launch costs at the appropriate time.  Before the FCC can grant any orbital
position in the V-band,  however,  it  must  first  file a request with the
World Radio Conference for the United States to be allocated the particular
V-band  frequency.   CAI  has  expended  approximately  $344,000  on  these
entities to date, including approximately $87,500 for the FCC filing fee.

The Satellite Projects Committee (the "Satellite Committee")  of  the Board
of  Directors  of  CAI  has authorized the sale, subject to the receipt  of
consent from MLGAF, CAI's  senior  secured lender, of up to one-half of the
equity interests in these entities to Haig Capital, LLC ("Haig"), an entity
in which Jared E. Abbruzzese, chairman  and  chief executive officer of CAI
has an approximately 75% interest.  Under the  terms  of the transaction as
approved  by the Satellite Committee, CAI would transfer  one-half  of  the
equity in each of the Satellite Subsidiaries to Haig in exchange for Haig's
agreement to  fund  the  future  capital  and  other  expenditures  of  the
Satellite  Subsidiaries,  including  the  salaries  and benefits payable to
certain  employees, up to the amount expended by CAI through  the  date  of
transfer of  such  equity  interest.  From and after the date that Haig has
matched the capital investment  made  by  CAI,  Haig and CAI would bear the
on-going costs on a pro rata basis.

TelQuest Satellite Services. TelQuest is a joint  venture  between  CAI, CS
Wireless,   and TelQuest Communications, Inc., a company controlled by  Mr.
Abbruzzese.   TelQuest  was   formed  on  August 4, 1997 for the purpose of
developing and operating satellite systems  providing digital services.  In
connection with CAI's  $5,000,000 investment  in  TelQuest,  CAI  made four
cash  payments  totaling  $2,500,000.   CAI also contributed to TelQuest  a
combination  of  equipment  (made available  to  TelQuest   pursuant  to  a
five-year renewable lease at  a nominal rental amount) and cash (in lieu of
equipment) totaling $2,149,211, as part of the $2,500,000 equipment portion
of CAI'S investment in TelQuest.  In return for CAI'S $5,000,000 investment
in  TelQuest,  CAI received a 25%  interest  in  the  company,  subject  to
dilution upon the occurrence of certain events.

CAI has designated its Boston market as the first of its markets to receive
TelQuest digital  video  programming.   TelQuest  is currently broadcasting
approximately  40  channels  of  pre-digitized  video  programming,   which
programming is being received at the Company's head-end located in downtown
Boston  without  significant  technical  flaws.  CAI is currently using the
TelQuest programming in Boston to test the  digital  MMDS delivery platform
and   the   customer  premises  equipment  to  be  used  for  a  commercial
subscription video product.

In conjunction  with  its investment in TelQuest, CAI also has entered into
an affiliation agreement  with  TelQuest  that  will enable CAI to purchase
pre-digitized video programming from TelQuest for those markets, if any, in
which CAI launches a commercial digital subscription  video  product.   CAI
continues  to  believe  that the affiliation agreement with TelQuest is the
most cost-efficient means  of accessing pre-digitized video programming for
use at its transmission facilities.   A migration from the C-band satellite
capacity  that  TelQuest  currently  is transmitting  to  the  contemplated
Ku-band satellite capacity will provide  CAI with the opportunity to expand
its video offerings to include a direct-to-home  product as a supplement to
any MMDS-based video delivery system for those potential  subscribers  that
are  not  capable of receiving the MMDS signal.  There can be no assurance,
however, that  TelQuest  will  be  able  to  migrate  from C-band satellite
capacity to Ku-band satellite capacity, that CAI will be able to expand its
video offerings beyond its current subscription video product,  or that CAI
will launch a digital subscription video product in a commercial  manner in
any of its markets.

Wave  Air,  Inc.  CAI periodically charters an airplane owned by Wave  Air,
Inc., which is  primarily  owned  by  Mr. Abbruzzese, in order to carry out
business when airline schedules are not  compatible.   Wave Air charges CAI
for  this  service  on  an hourly basis at or below market rates  for  such
services.  Transactions with  Wave  Air,  Inc.  amounted  to  approximately
$154,000 for the year ended March 31, 1998.

Loans  to  Officers.   On  March  31,  1997,  Mr.  Abbruzzese executed  and
delivered a demand promissory note in the principal  amount  of $780,054.33
in  favor  of  CAI.   The note evidences various indebtedness owed  by  Mr.
Abbruzzese and affiliated  entities,  which  Mr.  Abbruzzese  has agreed to
assume, including the outstanding balance on an $800,000 loan made  by  CAI
to  Haig.  The obligation bears interest at 14% per annum and is secured by
a pledge  of  Mr.  Abbruzzese's  interest  in  Haig.  Mr. Abbruzzese repaid
$86,045 of this obligation during the fiscal year ended March 31, 1998.  In
addition,  in  June  1998,  Mr. Abbruzzese made a $45,000  payment  on  the
obligation, reducing the principal  outstanding  balance  to  approximately
$650,000.

Installation  Services.  In October 1996, two CAI employees formed  Telecom
Service Support LLC ("Telecom Support") to provide subscriber installation,
service  call,  and  warehouse  services  to  the  subscription  television
industry.  CAI incurred  $452,000  for  such services during the year ended
March 31, 1998.  Services provided by Telecom  Support to CAI were on terms
at  least as favorable to those available to CAI  from  unrelated  parties.
Additionally, CAI advanced $20,000 and provided leased vehicles and certain
facilities to Telecom Support for the year ended March 31, 1998.

Equipment  Sales  and Purchases.  During the year ended March 31, 1998, CAI
sold to CS Wireless  approximately $3,706,000 of equipment at $116,000 over
book value, for 20% down  and  the balance due 30 days after delivery.  The
equipment consisted primarily of  equipment  no  longer  needed  for  CAI's
Boston,  MA  project.  Additionally, during April 1997, CAI placed purchase
orders approximating  $1,612,000  with CS Wireless for equipment needed for
the Boston project, taking advantage  of  CS  Wireless'  favorable  pricing
arrangements  with its vendors.  In March 1997, CAI purchased certain  used
equipment for $107,000  for  the  Boston  project from Haig.  All equipment
purchased from Haig was sold by Haig to CAI  at  or below fair market value
for such items.

Consulting  Arrangement.   Until  February  1998, CAI  was  a  party  to  a
consulting agreement with Alan Sonnenberg, the  former  president  and vice
chairman  of  CAI,  pursuant to which Mr. Sonnenberg agreed to provide  CAI
with certain consulting  services  for an annual fee of $75,000.  Under the
agreement, Mr. Sonnenberg received $62,500  during the year ended March 31,
1998.  The agreement was terminated in February 1998.

Engineering and Spectrum Management Services.  CAI has arrangements with CS
Wireless pursuant to which CAI personnel provide  engineering  and spectrum
management  services  CS  Wireless.   CAI  provides  engineering consulting
services  to  CS Wireless in connection with the digital  build-out  by  CS
Wireless of its  Dallas  market.   CAI  receives  $10,000  per  month  plus
reimbursement  for  all  reasonable expenses incurred in the performance of
such consulting services.

CAI also provides spectrum  management  services and subleases office space
in  its  Arlington,  Virginia office to CS Wireless.   Up  to  20%  of  the
professional  time  of  Mr.   Gerald  Stevens-Kittner,  CAI's  Senior  Vice
President  -- Spectrum Management,  is  devoted  to  CS  Wireless  spectrum
management  matters,  including  regulatory  issues  before  the  FCC.   CS
Wireless compensates  Mr.  Stevens-Kittner directly for such services.  CAI
charges CS Wireless a pro rata  portion of the monthly rent payment for its
Arlington office space, based on  the  office space used by one CS Wireless
employee resident in the Arlington office.

G.  Directors And Officers Of The Reorganized Companies

It is anticipated that the boards of directors of the Reorganized Companies
will include two (2) members of current management of CAI.  The composition
of  the  remainder  of  the  boards of the Reorganized  Companies  will  be
determined  by the Companies and  the  Unofficial  Noteholders'  Committee,
subject to the  requirements  of Section 1129(a)(5) of the Bankruptcy Code.
The Companies and the Unofficial  Noteholders' Committee intend to announce
prior to the Confirmation Date the  identities  of any individuals proposed
to serve as directors or officers of the Reorganized  Companies.  If and to
the extent possible, the identities of such individuals  will  be announced
by  inclusion of a list of proposed directors and/or officers in  the  Plan
Supplement, which will be filed with the Bankruptcy Court at least five (5)
Business Days prior to the commencement of the Confirmation Hearing.


H.  Management Options

In connection with the Plan, CAI or Reorganized CAI will adopt a management
stock  option plan (the "Management Option Plan") for the Management Option
Plan Participants  (each,  a  "Participant") that is intended to provide an
incentive  to  complete  one  or  more  transactions  that  would  increase
shareholder value.  Specifically, the Management Option Plan is intended to
provide incentives that will motivate  those  highly  competent individuals
that comprise the senior management of Reorganized CAI to continue in their
efforts to attract a Strategic Partner or effectuate a  Trigger Event.  The
Management  Option  Plan  is also intended to align the interests  of  such
employees with those of Reorganized CAI's shareholders.

Pursuant to the Management  Option  Plan,  the  Participants would be given
options (the "Management Options") to acquire, in  the  aggregate, up to 10
percent   of  the  outstanding  shares  of  Reorganized  CAI  issued   upon
consummation  of  the  Plan.  Under the proposed Plan, 15 million shares of
New Common Stock are anticipated to be issued to holders of Class CAI-5 and
CAI-6 Claims; thus, the  number  of  shares  available under the Management
Option Plan would be 1.5 million.  Approval of  the  Plan will be deemed an
approval or ratification, as the case may be, of the Management Option Plan
pursuant to which the Management Options will be granted.   The  Management
Option  Plan may be adopted prior to the Consummation Date by the Board  of
Directors   of   CAI,  although  no  options  will  be  granted  until  the
Consummation Date.

        The Management  Options  will  vest  and  become  exercisable  upon
completion of one or more Trigger Events, other than a Trigger Event with a
person  or persons with whom no member of Reorganized CAI's management team
had discussions,  or  was  otherwise  materially involved, either before or
after  the  Consummation Date.  The Trigger  Events  include,  among  other
events, a material  third  party  acquisition  or  merger,  material equity
investment  in  CAI,  or  joint  venture,  and/or  a  material  take-or-pay
arrangement or other material third party transaction with respect  to  the
use  of  CAI's  spectrum, and/or any other third party transaction having a
substantially similar economic effect as the foregoing.

The price at which  Management Options can be exercised will be established
on the Consummation Date  in  accordance with a formula based on the deemed
recovery of the holders of Class  CAI-5 Claims (the "Bondholder Recovery").
In  the  aggregate,  based  on  the  proposed   Plan,   Management  Options
representing up to 300,000 shares (2% of the outstanding  shares)  will  be
exercisable  at  $4.96,  reflecting  a  60% Bondholder Recovery; Management
Options representing up to 300,000 shares  will  be  exercisable  at $6.78,
reflecting a 70% Bondholder Recovery; Management Options representing up to
300,000  shares  will  be exercisable at $8.79, reflecting a 80% Bondholder
Recovery, and Management  Options  representing  600,000  shares (4% of the
outstanding  shares)  will  be  exercisable  at  $10.81, reflecting  a  90%
Bondholder Recovery.  For this purpose, the Bondholder  Recovery equals the
percentage  of  $275 million represented by the sum of:  (i)  the  accreted
value of the New  Senior Notes on the date of issuance thereof and (ii) the
value of the New Common  Stock  received  by  holders of Class CAI-5 Claims
under the Plan.

Vesting  will  be  accelerated  for 50% of the Management  Options  if  the
average trading price of the New  Common  Stock  is  at  or  above  $12.82,
corresponding  to  a  100%  Bondholder Recovery, for 60 consecutive trading
days  following the Consummation  Date  (assuming  an  appropriate  average
trading  volume).   The  unvested portion of the Management Options will be
reduced by 50% (on a pro rata basis from each price tranche) after the 18th
monthly anniversary of the  Consummation Date.  The unvested portion of the
Management  Options  will  be  reduced  by  100%  after  the  24th  monthly
anniversary of the Consummation Date.

In  the  event  of  a  termination of  employment  prior  to  the  9  month
anniversary of the Consummation  Date  other than for Cause or in the event
of a voluntary termination for Good Reason  (as  defined  in the Employment
Agreements),  the Participant's Management Options continue  unaffected  by
the termination  and  remain  subject to the terms of the Management Option
Plan,  provided  that  50%  of  such  Management  Options,  to  the  extent
exercisable, must be exercised within  six (6) months of the effective date
of  the  termination  of  employment.   Any of  that  50%  portion  of  the
Participant's Management Options that are  not  exercisable within such six
(6) month period will thereafter lapse.  If a Participant's  employment has
not terminated within the 9 months following the Consummation  Date, all of
that  Participant's  Management  Options  will  continue unaffected by  any
subsequent termination of employment and will remain  subject  to the terms
of the Management Option Plan.

THIS  SOLICITATION  OF  THE HOLDERS OF SENIOR NOTES, WHO, IN THE AGGREGATE,
WILL RECEIVE 91% OF THE NEW COMMON STOCK, WILL BE DEEMED A SOLICITATION FOR
APPROVAL OF THE MANAGEMENT OPTION PLAN.  CAI BELIEVES THAT THE CONFIRMATION
ORDER SHOULD CONSTITUTE APPROVAL OF THE MANAGEMENT OPTION PLAN FOR PURPOSES
OF SECTIONS 422 AND 162(m) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "TAX CODE").  THERE  CAN  BE  NO ASSURANCE, HOWEVER, THAT THE INTERNAL
REVENUE SERVICE WILL AGREE WITH SUCH POSITION.

        V.  REASONS FOR THE SOLICITATION; RECOMMENDATION

Chapter  11  of  the  Bankruptcy  Code provides  that,  in  order  for  the
Bankruptcy Court to confirm the Plan  as  a consensual plan, the holders of
Claims in each Impaired Class who cast votes  in favor of the Plan must (a)
hold at least 2/3 in amount of the Claims of the  holders in such Class who
actually  cast votes with respect to the Plan and (b)  comprise  more  than
one-half in  number  of  the  holders in such Class who actually cast votes
with respect to the Plan (together, the "Requisite Acceptances").

The Solicitation is being conducted  at this time in order to obtain (prior
to the filing of voluntary petitions for  reorganization  of  the Companies
under  Chapter  11 of the Bankruptcy Code) the Requisite Acceptances.   The
Companies anticipate  that  by  conducting  the  Solicitation in advance of
commencing the Chapter 11 Case, the duration of the Chapter 11 Case will be
significantly  shortened,  and  the  administration  of   the  case,  which
otherwise  can  be  lengthy,  complex,  and  extremely expensive,  will  be
significantly shortened, greatly simplified, and much less costly.

In  light  of  the significant benefits to be attained  by  the  Companies'
Impaired  Creditors   pursuant   to   consummation   of   the  transactions
contemplated  by  the  Plan,  each  of  the Companies' Boards of  Directors
recommends that such Creditors vote to accept  the  Plan.   The Boards have
reached this decision after considering the alternatives to the  Plan  that
are  available  to  the Companies and their likely effect on the Companies'
business  operations,  creditors,  and  shareholders.   These  alternatives
include liquidation of the Companies under Chapter 7 of the Bankruptcy Code
or a reorganization  under  Chapter  11  of  the  Bankruptcy  Code  without
pre-petition  solicitation.   The  Boards determined, after consulting with
financial  and legal advisors, that the  Plan  would  result  in  a  larger
distribution to creditors than would any other Chapter 11 reorganization or
a liquidation under Chapter 7.  For a comparison of estimated distributions
under Chapter  7  of  the  Bankruptcy  Code and under the Plan, see Section
XIV.C -- "Feasibility of the Plan and the  Best Interests of Creditors Test
- --  Liquidation  Analysis."  The Boards also concluded  that  initiating  a
Chapter  11  case without  pre-petition  solicitation  would  result  in  a
significant  delay   in   confirmation   of  a  plan,  which,  compared  to
confirmation of the Plan, would result in  higher  fees  and  expenses  and
increase  the  possibility  that  a  reorganization  case  would damage the
Companies'  businesses,  and  would  increase  the  possibility  that   the
Companies  would not be able to reorganize and therefore would be forced to
liquidate.   In  addition, the Companies were advised that the DIP Facility
would be available  only  in the context of a prepackaged plan.  For all of
these reasons, the Boards support  the Plan and urge all Impaired Creditors
to accept and support the Plan.

ALTHOUGH  THE  PLAN  AND  VARIOUS  RELATED  MATTERS  REFERRED  TO  IN  THIS
DISCLOSURE STATEMENT HAVE BEEN REVIEWED  BY  AND  DISCUSSED WITH MLGAF, THE
UNOFFICIAL  NOTEHOLDERS'  COMMITTEE, AND THEIR RESPECTIVE  REPRESENTATIVES,
AND REFLECT TO SOME EXTENT  THE  VIEWS  OF  THOSE  PARTIES,  THE UNOFFICIAL
NOTEHOLDERS' COMMITTEE HAS NOT APPROVED OR ENDORSED THE PLAN OR RECOMMENDED
THAT OTHER HOLDERS OF SENIOR NOTES VOTE TO ACCEPT THE PLAN.


        VI.  SUMMARY OF VOTING PROCEDURES

This Disclosure Statement, including all Exhibits hereto, together with the
related  materials  included  herewith,  are  being furnished to all  known
holders of Impaired Claims against CAI and PCT,  including  (i)  holders of
Senior Notes whose names (or the names of whose nominees) appear as  of the
Voting Record Date (as defined in the next paragraph) on the securityholder
lists  maintained  by  the  Indenture  Trustee  pursuant to the Senior Note
Indenture or, if applicable, who are listed as participants  in  a clearing
agency's  security  position listing and (ii) all other holders of Impaired
Claims known to CAI and  PCT.   IF  SUCH ENTITIES DO NOT HOLD FOR THEIR OWN
ACCOUNT, THEY SHOULD PROVIDE COPIES OF  THIS DISCLOSURE STATEMENT, THE PLAN
AND, IF APPLICABLE, APPROPRIATE BALLOTS TO THE BENEFICIAL OWNERS.

All votes to accept or reject the Plan must  be  cast  by  using the ballot
(the "Ballot") enclosed with this Disclosure Statement or, in the case of a
bank, brokerage firm or other nominee holding Senior Notes in  its own name
on  behalf of a beneficial owner, or any agent thereof (each, a "Nominee"),
the master  ballot  (the  "Master  Ballot")  provided to such Nominee under
separate cover  (or manually executed facsimiles  thereof).  No other votes
will be counted.  Consistent with the provisions of Fed. R. Bankr. P. 3018,
the Companies have fixed June 23, 1998 (the "Voting  Record  Date")  as the
date for the determination of holders of record of Impaired Claims entitled
to  receive  a  copy of this Disclosure Statement and the related materials
and to vote to accept  or reject the Plan.  Ballots and Master Ballots must
be  RECEIVED by the Voting  Agent no later than 5:00 p.m. (Eastern Time) on
July 27, 1998, unless the Companies,  in  their  sole  discretion, and from
time to time, extend, by oral or written notice to the Voting  Agent,  such
date,  in  which  event  the period during which Ballots and Master Ballots
will  be accepted will terminate  at  5:00  p.m.  (Eastern  Time)  on  such
extended  date  (in  either  case,  the  "Voting Deadline").  Except to the
extent requested by the Companies or as permitted  by  the Bankruptcy Court
pursuant  to  Fed.  R. Bankr. P. 3018, Ballots and Master Ballots  received
after  the Voting Deadline  will  not  be  counted  or  otherwise  used  in
connection with the Companies' request for confirmation of the Plan (or any
permitted  modification  thereof).   In addition, the Companies reserve the
right to use acceptances of the Plan received  in this Solicitation to seek
confirmation of the Plan under any other circumstances,  including, without
limitation, the filing of an involuntary bankruptcy petition against CAI or
PCT or the voluntary commencement of a non-prepackaged Chapter  11  case by
CAI or PCT.

After the Consummation Date, CAI (or its agent) will furnish to each Senior
Note Holder a letter of transmittal for remittance to CAI (or its agent) of
the certificates which represent such holder's Senior Notes.  Holders whose
Senior  Notes are not remitted in proper form for transfer together with  a
properly  completed  letter  of transmittal will not receive their Pro Rata
share of New Senior Notes and  New  Common  Stock.  See Section VIII.D.8 --
"Summary  of  the  Plan  --  Summary of Other Provisions  of  the  Plan  --
Surrender and Cancellation of Securities or Instruments."

The Companies reserve the absolute right to amend the Plan either before or
after the Petition Date.  Amendments to the Plan that do not materially and
adversely affect the treatment  of  Claims and Interests may be approved by
the Bankruptcy Court at the Confirmation  Hearing  without the necessity of
resoliciting votes.  In the event resolicitation is required, the Companies
will furnish new Ballots and/or Master Ballots to be used to vote to accept
or reject the Plan, as amended.

Although the Solicitation relates to voluntary petitions for reorganization
of the Companies under Chapter 11 of the Bankruptcy  Code,  no such filings
have  yet  been  made.   The  Companies  intend  to  file their Chapter  11
petitions  when the Requisite Acceptances have been received  or  when  the
Companies otherwise  determine that such filing is necessary or appropriate
to  protect their property  and  interests.   In  addition,  the  Companies
expressly  reserve  the  right  to extend, by oral or written notice to the
Voting Agent, the Voting Deadline  and  the  Voting  Record  Date until the
Requisite Acceptances have been received.


        VII.  ANTICIPATED EVENTS DURING THE CHAPTER 11 CASE

A.  Commencement Of The Chapter 11 Case

If,  in response to the Solicitation occurring pursuant to this  Disclosure
Statement,  the  Companies receive the Requisite Acceptances, the Companies
intend to commence  promptly  the  Chapter  11  Case.   From  and after the
Petition Date, the Companies will continue to operate their businesses  and
manage  their properties as debtors-in-possession pursuant to Sections 1107
and 1108 of the Bankruptcy Code.

The Companies  do  not  expect  the  Chapter  11 Case to be protracted.  To
expedite  their emergence from Chapter 11, the Companies  intend  to  seek,
among other  things, the relief detailed below from the Bankruptcy Court on
the  Petition  Date.    If   granted,   this  relief  will  facilitate  the
administration of the Chapter 11 Case; there  can be no assurance, however,
that the Bankruptcy Court will grant the requested relief.

1.   Applications for Retention of the Companies'  Professionals;  Ordinary
Course Professionals

The Companies  intend  to  seek  Bankruptcy  Court  authority to retain and
employ  certain  professionals  to  represent  them  and  assist   them  in
connection  with  the  Chapter  11  Case.  Some of these professionals were
intimately involved with the negotiation  and  development  of the Plan and
include,  among  others: (i) Skadden, Arps, Slate, Meagher & Flom  LLP,  as
counsel for the Companies; (ii) Day, Berry & Howard LLP, as special counsel
to the Companies;  (iii)  BT  Alex.  Brown,  as  financial  advisor  to the
Companies; (iv) Coopers & Lybrand LLP, as accountants to the Companies; and
(v)  The  Altman  Group,  as  solicitation  and  noticing  agents  for  the
Companies.   The  Companies also intend to seek authority to retain certain
professionals to assist  with  the  operations  of  their businesses in the
ordinary course; these so-called "ordinary course professionals"  will  not
be involved in the administration of the Chapter 11 Case.



2.  Motion to Waive Filing of Schedules and Statement of Financial Affairs

Section  521 of the Bankruptcy Code and Fed. R. Bankr. P. 1007 direct that,
unless otherwise  ordered  by  the  court,  debtors  must  prepare and file
certain schedules of claims, executory contracts and unexpired  leases  and
related  information (the "Schedules") and a statement of financial affairs
(the "Statement")  within 15 days of the commencement of a Chapter 11 case.
The purpose of this  requirement is to provide a debtor's creditors, equity
security holders and other  interested  parties with sufficient information
to make informed decisions with respect to the debtor's reorganization.  In
appropriate  circumstances,  however,  a bankruptcy  court  may  modify  or
dispense with the filing of the Schedules  and  the  Statement  pursuant to
Section  521  of  the  Bankruptcy  Code.   The  Companies believe that such
circumstances would exist in its Chapter 11 Case  and  that they should not
be  required to file the Statement and the Schedules.  The  Companies  thus
intend  to  request that the Bankruptcy Court waive the necessity of filing
the Schedules and the Statement.

3.  Motion to  Mail  Notices  and Provide Publication Notice of Section 341
Meeting to Unimpaired Creditors

Pursuant to the Bankruptcy Rules,  the  clerk  of  the Bankruptcy Court, or
another party that the Bankruptcy Court may direct,  must provide notice of
the  commencement  of  the  Chapter  11  Case and of the first  meeting  of
creditors held pursuant to Section 341 of the Bankruptcy Code (the "Section
341 Meeting") to all creditors.  In addition,  at  least two other notices,
notice  of  the  hearing to approve the Disclosure Statement  and  consider
confirmation of the Plan and notice of the entry of an order confirming the
Plan must be given  to  all  creditors and equity security holders.  Due to
the size of the Chapter 11 Case  and  the  large  number  of  Creditors and
Interest  holders,  the  Companies will request that CAI, or its authorized
noticing agent, be authorized  to  mail all required notices in the Chapter
11 Case.  In addition, because all classes  of  Claims  and Interests other
than Classes CAI-5, CAI-6, CAI-7, CAI-8, and PCT-5 are not  Impaired  under
the  Plan  and  will  pass  through  the  Chapter  11  Case unaffected, the
Companies will request that they be authorized to provide  only publication
notice  of  the events set forth above, in several newspapers  of  national
circulation, to holders of Unimpaired Claims.

4.   Motion  to   Approve   Pre-Petition   Solicitation   and  to  Schedule
Confirmation Hearing

To  facilitate  the prompt confirmation and consummation of the  Plan,  the
Companies intend to immediately seek an order scheduling the hearing on (i)
approval  of  the  pre-petition  solicitation  procedures,  including  this
Disclosure Statement,  (ii)  approval  of a short form disclosure statement
and summary of the Plan (the "Short Form  Disclosure Statement") to holders
of unclassified and Unimpaired Claims, as well as Claims and Interests that
are not entitled to receive or retain any property  or interest in property
under the Plan, and (iii) confirmation of the Plan, for  a date immediately
following the end of the notice period therefor, or as soon  thereafter  as
the Bankruptcy Court's calendar permits.

5.  Motion to Continue Using Existing Cash Management System

Because  the  Companies  expect the entire Chapter 11 Case to last for less
than three months, and because  of  the  administrative  hardship  that any
operating changes would impose on the Companies and the other Subsidiaries,
the  Companies intend to seek Bankruptcy Court authority to continue  using
their  existing cash management system, bank accounts (which are subject to
the security interests and liens of MLGAF) and business forms and to follow
their current  internal  investment  and  deposit  guidelines.   Absent the
Bankruptcy   Court's  authorization  of  the  continued  use  of  the  cash
management system,  cash  flow  among  CAI  and  the  Subsidiaries would be
severely impeded, to the detriment of CAI's estate and  creditors,  as well
as PCT and the other Subsidiaries.

Continued  use  of the existing cash management system will facilitate  the
Companies' smooth  and  orderly  transition  into  Chapter 11, minimize the
disruption  to  their businesses while in Chapter 11,  and  expedite  their
emergence from Chapter  11.  Requiring the Companies to adopt and implement
a new cash management system would likely increase the costs of the Chapter
11  Case,  primarily  as a result  of  the  significant  time  and  expense
associated with the transition  to  a  new cash management system.  For the
same  reasons,  requiring  the  Companies to  cancel  their  existing  bank
accounts  and  establish new accounts  or  requiring  them  to  create  new
business forms would  only  frustrate  the Companies' efforts to reorganize
expeditiously.

6.  Motion for Authority to Pay Pre-Petition  Trade  Claims in the Ordinary
Course of Business

Trade  Claims  are  defined  in  the Plan as pre-petition Unsecured  Claims
against CAI or PCT arising from or with respect to the delivery of goods or
services to CAI or PCT in the ordinary  course  of business; they are among
the  Claims  included  in  the  classes of Claims denominated  Class  CAI-3
General  Unsecured  Claims  and  Class   PCT-3  General  Unsecured  Claims.
Notwithstanding  provisions of the Bankruptcy  Code  that  would  otherwise
require  the  Companies   to  defer  payment  of  Trade  Claims  until  the
Distribution  Date,  the  Companies  intend  to  seek  authority  from  the
Bankruptcy Court to pay, in  the  ordinary  course  of  business, the Trade
Claims of those providers of goods and services that agree,  in writing, to
continue to provide the Companies with customary trade terms on  an ongoing
basis.   Because certain goods and services are essential to the Companies'
businesses,  the relief sought in this motion is critical to the Companies'
uninterrupted operations during the Chapter 11 Case.

7.  Motion for Authority to Pay Pre-Petition Employee Wages and Benefits

The Companies believe that any delay in paying pre-petition compensation or
benefits would  destroy  their relationships with employees and irreparably
harm  employee  morale  at a  time  when  the  dedication,  confidence  and
cooperation of the Companies' employees is most critical.  Accordingly, the
Companies will seek authority  to  pay  compensation  and benefits that had
accrued but remained unpaid as of the Petition Date.

8.  Motion for Authority to Incur Post-Petition Indebtedness  and  Use Cash
Collateral

If  the  Companies  elect  to commence the Chapter 11 Case, CAI expects  to
obtain immediate short-term  working  capital  financing  in  the form of a
debtor-in-possession facility (the "DIP Facility") from MLGAF,  as  well as
Bankruptcy  Court  authorization  to use MLGAF's cash collateral (the "Cash
Collateral").  Prompt Bankruptcy Court approval of the DIP Facility and the
use of the Cash Collateral will facilitate  the  normal  operations  of the
Companies  and  the  other  Subsidiaries  and  the  maintenance  of  strong
relationships  with the Companies' vendors and suppliers during the Chapter
11 Case.  CAI believes  that  the  DIP  Facility likely will be conditioned
upon CAI's granting MLGAF, with Bankruptcy  Court approval, a priority over
virtually all other claims in the Chapter 11 Case, including Administrative
Claims,  and security interests in or liens on  substantially  all  of  the
assets of CAI and the Guarantor Subsidiaries.  Based on currently projected
financing  needs,  CAI expects to seek and obtain Bankruptcy Court approval
of a DIP Facility  in  the  aggregate  amount  of $60 million (which amount
includes the conversion of approximately $45,000,000 in Secured Notes, plus
accrued  interests and fees, to DIP Notes).  Under  the  Bankruptcy  Rules,
this facility  likely  will  be  approved  by interim order on or about the
Petition Date, and by Final Order approximately  two  to three weeks later.
There can be no assurance, however, that the Bankruptcy Court will approve,
either by interim or Final Order, the DIP Facility or the  use  of the Cash
Collateral.

9.  Motion for Authority for the Companies to Sell MDU Assets to OnePoint

The Companies have entered into a binding letter of intent (the "Letter  of
Intent")  with  Mid-Atlantic  Telcom  Plus,  d/b/a  OnePoint Communications
(AOnePoint@), providing for the sale by the Companies  of  their MDU Assets
to OnePoint for $6,000,000 in cash.  Consummation of the sale is subject to
the  satisfaction  of  a variety of conditions, including Bankruptcy  Court
approval.  Accordingly,  the  Companies intend to seek immediately an order
of the Bankruptcy Court authorizing,  among  other  things, the sale of the
MDU Assets and the assumption and assignment to OnePoint  of  the contracts
forming the basis of the MDU Assets.  Prompt approval of the sale  and  the
assumption  and  assignment  of  the  contracts  will  not  only permit the
Companies  to  maximize  the  value  of  the  MDU  Assets  by  consummating
expeditiously the transactions contemplated by the Letter of Intent, which,
in turn, would provide the Companies with an additional source of funds for
working  capital  purposes,  but  will  alleviate  the  possibility  of   a
diminution  in  value  of the MDU Assets that could result if the sale were
delayed until confirmation and consummation of the Plan.

B.  Anticipated Timetable For The Chapter 11 Case

Following the Petition Date,  the  Companies  expect the Chapter 11 Case to
proceed on the following estimated timetable.   There  can be no assurance,
however, that the Bankruptcy Court's orders to be entered  on  the Petition
Date  will  permit  the  Chapter  11  Case  to proceed as expeditiously  as
anticipated.

The Companies anticipate that the hearing to  consider  the adequacy of the
Disclosure  Statement and confirmation of the Plan would occur  30-45  days
after the Petition  Date.   Assuming  that  the  Plan  is confirmed at that
hearing, the Plan provides that the Consummation Date will  be the Business
Day on which all conditions to the consummation of the Plan (as  set  forth
in  Article X.B of the Plan) have been satisfied or waived (as provided  in
Article  X.C of the Plan).  See Section VIII.E.4 -- "Summary of the Plan --
Conditions  to  Confirmation  and  Consummation."   Based  upon information
currently  available  to them, the Companies believe that the  Consummation
Date could occur as early  as  ten  days  following  the Confirmation Date,
although the process of obtaining FCC approval of the  transfer  of control
of  CAI  and  CS Wireless could significantly delay the Consummation  Date.
Under this timetable,  the Companies would emerge from Chapter 11 within 45
to 60 days after the Petition  Date.   There  can be no assurance, however,
that this projected timetable can be achieved.


        VIII.  SUMMARY OF THE PLAN

A.  Introduction

Chapter  11  is  the  principal  business  reorganization  chapter  of  the
Bankruptcy Code.  Under Chapter 11, a debtor  is  authorized  to reorganize
its  business for the benefit of itself and its creditors and shareholders.
In addition to permitting rehabilitation of the debtor, Chapter 11 promotes
equality  of  treatment  of  creditors and equity security holders who hold
substantially similar claims against  or  interests  in  the debtor and its
assets.  In furtherance of these two goals, upon the filing  of  a petition
for  relief  under  Chapter 11, Section 362 of the Bankruptcy Code provides
for an automatic stay of substantially all acts and proceedings against the
debtor and its property,  including  all  attempts  to  collect  claims  or
enforce liens that arose prior to the commencement of the Chapter 11 case.

The  consummation of a plan of reorganization is the principal objective of
a Chapter  11  case.   A  plan  of  reorganization sets forth the means for
satisfying claims against and interests  in  a  debtor.   Confirmation of a
plan of reorganization by the Bankruptcy Court makes the plan  binding upon
the debtor, any issuer of securities under the plan, any person  or  entity
acquiring  property  under the plan, and any creditor of or equity security
holder in the debtor,  whether  or  not  such  creditor  or equity security
holder (i) is impaired under or has accepted the plan or (ii)  receives  or
retains any property under the plan.  Subject to certain limited exceptions
and  other  than  as provided in the plan itself or the confirmation order,
the confirmation order discharges the debtor from any debt that arose prior
to the date of confirmation  of  the  plan  and  substitutes  therefor  the
obligations  specified  under the confirmed plan, and terminates all rights
and interests of equity security holders.

THE REMAINDER OF THIS SECTION PROVIDES A SUMMARY OF THE STRUCTURE AND MEANS
FOR IMPLEMENTATION OF THE  COMPANIES'  PLAN,  AND OF THE CLASSIFICATION AND
TREATMENT OF CLAIMS AND INTERESTS UNDER THE PLAN,  AND  IS QUALIFIED IN ITS
ENTIRETY  BY  REFERENCE  TO THE PLAN (AS WELL AS THE EXHIBITS  THERETO  AND
DEFINITIONS THEREIN), WHICH  IS  ANNEXED  TO  THIS  DISCLOSURE STATEMENT AS
EXHIBIT A.

THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT  INCLUDE SUMMARIES OF
THE PROVISIONS CONTAINED IN THE PLAN AND IN DOCUMENTS REFERRED  TO THEREIN.
THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT DO NOT PURPORT  TO BE
PRECISE  OR COMPLETE STATEMENTS OF ALL THE TERMS AND PROVISIONS OF THE PLAN
OR DOCUMENTS  REFERRED TO THEREIN, AND REFERENCE IS MADE TO THE PLAN AND TO
SUCH DOCUMENTS  FOR  THE  FULL  AND  COMPLETE  STATEMENTS OF SUCH TERMS AND
PROVISIONS.

THE PLAN ITSELF AND THE DOCUMENTS REFERRED TO THEREIN  CONTROL  THE  ACTUAL
TREATMENT  OF  CLAIMS AGAINST AND INTERESTS IN THE COMPANIES UNDER THE PLAN
AND WILL, UPON OCCURRENCE  OF  THE  CONSUMMATION  DATE, BE BINDING UPON ALL
HOLDERS  OF  CLAIMS AGAINST AND INTERESTS IN CAI AND  PCT,  THEIR  ESTATES,
REORGANIZED CAI  AND  REORGANIZED PCT, ALL PARTIES RECEIVING PROPERTY UNDER
THE PLAN, AND OTHER PARTIES  IN  INTEREST.   IN  THE  EVENT OF ANY CONFLICT
BETWEEN THIS DISCLOSURE STATEMENT, ON THE ONE HAND, AND  THE  PLAN  OR  ANY
OTHER  OPERATIVE  DOCUMENT, ON THE OTHER HAND, THE TERMS OF THE PLAN AND/OR
SUCH OTHER OPERATIVE DOCUMENT WILL CONTROL.

B.  Voting On The Plan

1.  Voting Deadline

A copy of this Disclosure  Statement  with  the annexed Plan (including all
Exhibits to the Plan and this Disclosure Statement)   is  being distributed
to  all  Impaired  Creditors.   In  addition,  a  Ballot, together  with  a
postage-paid return envelope, is enclosed with each copy of this Disclosure
Statement being delivered to those Impaired Creditors  that are entitled to
vote to accept or reject the Plan.  Master Ballots will  be  provided under
separate cover to Nominees.  In order to be counted, all Ballots and Master
Ballots indicating acceptance or rejection of the Plan MUST BE  RECEIVED by
the  Voting  Agent  at  its  address  set  forth  in  Section XVI.J -- "The
Solicitation; Voting Procedures -- Further Information;  Additional Copies"
of this Disclosure Statement no later than 5:00 p.m. (Eastern Time) on July
27, 1998 (the "Voting Deadline"), unless the Voting Deadline is extended by
the Companies.

2.  Creditors Entitled To Vote On The Plan

As  more fully described below, the Plan designates eight separate  classes
of Claims  against  and Interests in CAI and six separate classes of Claims
against  and  Interests   in   PCT   (other   than   DIP  Facility  Claims,
Administrative  Claims, and Priority Tax Claims).  See  Section  VIII.C  --
"Summary  of the Plan  --  Certain  Matters  Regarding  Classification  And
Treatment Of Claims And Interests."  Only the holders of Impaired Claims in
Classes CAI-5,  CAI-6,  and  PCT-5  are being solicited and are entitled to
vote to accept or reject the Plan.  In  addition to holders of DIP Facility
Claims,  Administrative  Claims and Priority  Tax  Claims  (which  are  not
classified under the Plan),  pursuant  to Section 1126(f) of the Bankruptcy
Code, holders of Claims or Interests in Classes CAI-1, CAI-2, CAI-3, CAI-4,
PCT-1, PCT-2, PCT-3,  PCT-4, and PCT-6 are  not  entitled to vote to accept
or reject the Plan, and are deemed to have accepted  the Plan, because such
Classes are Unimpaired under the Plan.  Pursuant to Section  1126(g) of the
Bankruptcy Code, Classes CAI-7 and CAI-8 are not entitled to vote to accept
or reject the Plan, and are deemed to have rejected the Plan,  because  the
holders  of  Impaired  Claims  or  Interests  in  such Classes will neither
receive nor retain any property or interest in property under the Plan.

3.  Vote Required For Class Acceptance

The  Bankruptcy  Court will determine whether sufficient  acceptances  have
been received to confirm  the  Plan.  An Impaired Class of Claims will have
accepted the Plan if the holders of Claims in that Class voting in favor of
the Plan (i) hold at least 2/3 in  aggregate  amount  of  the Claims of the
holders in such Class who actually cast votes with respect  to the Plan and
(ii) comprise more than one-half in number of the holders in such Class who
actually cast votes with respect to the Plan.

4.   Counting  Of Ballots And Master Ballots For Determining Acceptance  Of
The Plan

The Companies intend to count all Ballots and Master Ballots received prior
to the Voting Deadline  for  purposes  of determining whether each Impaired
Class entitled to vote has accepted or rejected  the  Plan.  Fed. R. Bankr.
P.  3018(b) prescribes the conditions that must be satisfied  in  order  to
count  the ballots solicited with respect to a plan of reorganization prior
to the commencement  of  a Chapter 11 case.  Rule 3018(b) requires that (i)
the  Chapter  11 plan must have  been  disseminated  to  substantially  all
impaired creditors  in  the  class(es)  entitled  to  vote,  (ii)  the time
prescribed  for  voting  on the plan must not have been unreasonably short,
and (iii) the solicitation  must  have  been  conducted  in accordance with
Section   1126(b)   of  the  Bankruptcy  Code,  which  requires  that   the
solicitation be conducted  in compliance with all applicable non-bankruptcy
laws, rules, or regulations or, if there are no such applicable laws, rules
or regulations, that the disclosure  statement  with  respect  to  the plan
contains  "adequate  information,"  as  defined  in  Section 1125(a) of the
Bankruptcy  Code.   Section  1125(a)  defines  "adequate  information"   as
information  of  a  kind  and  in sufficient detail as far as is reasonably
practicable  in light of the nature  and  history  of  a  company  and  the
condition  of such  company's  books  and  records,  that  would  enable  a
hypothetical  reasonable  investor  typical  of holders of claims or equity
interests of the relevant class to make an informed judgment about the plan
of reorganization.

The Companies believe that all of the requirements  of  Fed.  R.  Bankr. P.
3018(b) will be satisfied.  This Disclosure Statement and the Plan (annexed
hereto as Exhibit A), together with all of the accompanying materials,  are
being transmitted to all known Impaired Creditors.  The solicitation period
determined by the Board for voting on the Plan is approximately 20 Business
Days, which is approximately the time normally prescribed by the SEC for an
exchange  offer  pursuant  to  Rule  13e-4  under  the  Exchange  Act.  The
Companies   believe   that  this  Disclosure  Statement  contains  adequate
information (within the  meaning  of  Section  1125(a)(1) of the Bankruptcy
Code) for all Impaired Creditors entitled to vote  to  accept or reject the
Plan to make an informed judgment about the Plan.

C.  Certain Matters Regarding Classification And Treatment  Of  Claims  And
Interests

Section  1123 of the Bankruptcy Code provides that a plan of reorganization
must classify  the  claims  and interest of a debtor's creditors and equity
interest holders.  In accordance with Section 1123, the Plan divides Claims
and Interests into Classes and  sets  forth  the  treatment  for each Class
(other  than  DIP  Facility Claims, Administrative Claims and Priority  Tax
Claims which, pursuant to Section 1123(a)(1), need not be and have not been
classified).  The Companies  also  are  required, under Section 1122 of the
Bankruptcy Code, to classify Claims against  and  Interests  in CAI and PCT
into  Classes  that  contain  Claims  and  Interests that are substantially
similar to the other Claims and Interests in  such  Class.   The  Companies
believe that the Plan has classified all Claims and Interests in compliance
with the provisions of Section 1122, but once the Chapter 11 Case has  been
commenced,  it  is  possible  that  a  holder  of  a  Claim or Interest may
challenge  the Companies' classification of Claims and Interests  and  that
the Bankruptcy  Court  may find that a different classification is required
for the Plan to be confirmed.   In that event, the Companies intend, to the
extent permitted by the Bankruptcy  Code,  the  Plan,  and  the  Bankruptcy
Court,  to make such reasonable modifications of the classifications  under
the Plan to permit confirmation and to use the Plan acceptances received in
this  Solicitation   for   purposes   of  obtaining  the  approval  of  the
reconstituted Class or Classes of which each accepting holder ultimately is
deemed to be a member.  Any such reclassification  could  adversely  affect
the  Class  in which such holder initially was a member, or any other Class
under the Plan,  by  changing  the  composition  of such Class and the vote
required  of  that  Class  for  approval  of  the  Plan.    Furthermore,  a
reclassification  of a Claim or Interest after approval of the  Plan  could
necessitate a resolicitation of acceptances of the Plan.

The  amount  of any Impaired  Claim  that  ultimately  is  allowed  by  the
Bankruptcy Court  may  vary from the estimated allowed amount of such Claim
and, accordingly, the total  Claims  ultimately  allowed  by the Bankruptcy
Court with respect to each Impaired Class of Claims may also  vary from the
estimates  contained  herein  with respect to the aggregate Claims  in  any
Impaired Class.  Thus, the value  of  the  property that ultimately will be
received by a particular holder of an Allowed  Claim  under the Plan may be
adversely  or  favorably  affected  by  the  aggregate  amount   of  Claims
ultimately allowed in the applicable Class.  There can be no assurance that
the actual aggregate amounts of Allowed Claims in Impaired Classes will not
materially exceed the aggregate amounts estimated by the Companies.   Thus,
no  representation can be or is being made with respect to the accuracy  of
the expected  percentage  recovery by the holder of an Allowed Claim in any
particular Class.

The classification of Claims  and Interests and the nature of distributions
to members of each Class are summarized  below.  The Companies believe that
the consideration, if any, provided under the Plan to holders of Claims and
Interests reflects an appropriate resolution of their Claims and Interests,
taking into account the differing nature and priority (including applicable
contractual subordination) of such Claims  and  Interests.   The Bankruptcy
Court must find, however, that a number of statutory tests are  met  before
it  may  confirm  the  Plan.  See Section VIII.E -- "Summary of the Plan --
Confirmation of the Plan."  Many of these tests are designed to protect the
interests of holders of Claims or Interests who are not entitled to vote on
the Plan, or do not vote  to  accept the Plan, but who will be bound by the
provisions of the Plan if it is  confirmed  by  the  Bankruptcy Court.  The
"cramdown"  provisions  of  Section  1129(b)  of the Bankruptcy  Code,  for
example, permit confirmation of a Chapter 11 plan  in certain circumstances
even if the plan has not been accepted by all impaired  classes  of  claims
and  interests.  See Section VIII.E -- "Summary of the Plan -- Confirmation
of the Plan."  Because the holders of Claims and Interests in Classes CAI-7
and CAI-8  will receive no distributions under the Plan on account of their
Claims and Interests  and, accordingly, will be deemed to have rejected the
Plan, the Companies intend to request confirmation pursuant to the cramdown
provisions of Section 1129(b).   Although  the  Companies  believe that the
Plan  could be confirmed under Section 1129(b), there can be  no  assurance
that the requirements of such section would be satisfied.

1.  Unclassified Claims

(a)  DIP Facility Claims (Unimpaired)

DIP Facility  Claims  consist  of the Claims of MLGAF arising under the DIP
Facility.  The DIP Facility will  be  comprised  of the combined deemed and
actual purchase on the date of closing of $60,000,000  of  DIP  Notes.  The
DIP  Notes  will  consist of promissory notes issued under the DIP Facility
Agreement in the amount  of (i) the Secured Notes issued under the existing
Note Purchase Agreement (which  Secured  Notes  will  be converted into DIP
Notes as if there had been a purchase under the DIP Facility  Agreement  in
an  amount  equal  to  (a)  the  aggregate  principal amount of outstanding
Secured Notes as of the Petition Date plus (b)  all  accrued  interest  and
fees),  plus  (ii)  new  notes  in an amount equal to $60,000,000 minus the
amount described in (i) above.

Pursuant to the terms of the DIP Facility, CAI's obligations to MLGAF under
the DIP Facility are secured by substantially  all of the assets of CAI and
each Subsidiary guarantor of CAI's obligations under  the  DIP Facility and
are entitled to priority over all other expenses of administration  in  the
Chapter  11  Case,  subject  only  to  a  carve-out (the "Carve-Out") in an
aggregate amount not to exceed $1,000,000 for  (i) following the occurrence
of  an  Event  of  Default or an event that would constitute  an  Event  of
Default with the giving of notice or the lapse of time or both, the payment
of Allowed Professional  Fees  incurred  by the Companies and any statutory
committee appointed in the Chapter 11 Case  or  the Unofficial Noteholders'
Committee (in addition to compensation previously  awarded,  whether or not
paid),  (ii)  fees  payable  pursuant  to 28 U.S.C. ' 1930, and (iii)  fees
payable to the Clerk of the Bankruptcy Court.   Under  the Plan, the holder
of  an  Allowed DIP Facility Claim will receive cash equal  to  the  unpaid
portion of  such  Allowed  DIP Facility Claim or such other treatment as to
which CAI and such holder have  agreed  upon in writing.  As of the date of
this Disclosure Statement, CAI has not finalized  the terms of the proposed
DIP Facility with MLGAF.  Accordingly, CAI cannot,  and  does not, make any
representations with respect to the estimated amount of DIP Facility Claims
that will be Allowed in the Chapter 11 Case, if commenced.

(b)  Administrative Claims (Unimpaired)

        The  Plan  provides  that  Administrative  Claims  are  Unimpaired.
Administrative  Claims  consist  of  the  actual  and  necessary  costs and
expenses of the Chapter 11 Case that are allowed under Sections 503(b)  and
507(a)(1)  of  the  Bankruptcy Code.  They include, among other things, the
cost of operating the  Companies'  businesses  following  the Petition Date
(e.g.,  the  post-petition  salaries and other benefits for the  Companies'
employees, post-petition rent,  amounts owed to vendors providing goods and
services to the Companies during  the  Chapter  11  Case,  tax  obligations
incurred  after  the  Petition  Date,  certain  statutory  fees and charges
assessed  under  28  U.S.C.  '  1930) and the actual, reasonable  fees  and
expenses of the professionals retained  by the Companies and the Creditors'
Committee, if one is appointed, or the Unofficial Noteholders' Committee in
the Chapter 11 Case.  All payments to professionals  in connection with the
Chapter  11  Case for compensation and reimbursement of  expenses  and  all
payments to reimburse  expenses  of members of the Creditors' Committee (if
one were to be appointed) would be  made  in accordance with the procedures
established by the Bankruptcy Code and the  Bankruptcy  Rules  and would be
subject to approval of the Bankruptcy Court as being reasonable.

Administrative  expenses representing liabilities incurred in the  ordinary
course of business by the Companies, consistent with past practice, will be
paid by the Companies  in  accordance  with the terms and conditions of the
particular  transaction and any related agreements  and  instruments.   All
other holders  of  Allowed Administrative Claims will receive Cash equal to
the unpaid portion of  such  Allowed  Administrative  Claim  or  such other
treatment  as  to  which the Companies and such holder have agreed upon  in
writing.

CAI,  which is a holding  company,  has  relatively  few  direct  operating
expenses, other than payroll and rent.  PCT is an Operating Subsidiary and,
accordingly,   has   significantly   more   operating  expenses  than  CAI.
Nevertheless,  the  Companies anticipate that most  of  the  Administrative
Claims against CAI and PCT will be paid as they come due during the Chapter
11 Case and that the  Administrative  Claims to be paid on the Consummation
Date will, for the most part, consist of  the  allowed  but unpaid fees and
expenses incurred by professionals retained in the Chapter  11 Case.  As of
the date of this Disclosure Statement, the Companies have not commenced the
Chapter 11 Case.  Accordingly, the Companies cannot, and do not,  make  any
representations  with  respect  to  the  estimated amount of Administrative
Claims that will be Allowed in the Chapter 11 Case, if commenced.

(c)  Priority Tax Claims (Unimpaired)

Priority  Tax Claims are Unsecured Claims asserted  by  federal  and  state
governmental  authorities  for  taxes specified in Section 507(a)(8) of the
Bankruptcy  Code, such as certain  income  taxes,  property  taxes,  excise
taxes, and employment  and  withholding  taxes.  These Unsecured Claims are
given a statutory priority in right of payment.   The  Plan  provides  that
Priority Tax Claims, if any, are Unimpaired.

Under  the  Plan, except to the extent that a holder of an Allowed Priority
Tax Claim has been paid by CAI or PCT prior to the Consummation Date or has
agreed in writing  to  a  different  treatment,  each  holder of an Allowed
Priority Tax Claim will be paid, at the sole discretion  of Reorganized CAI
or Reorganized PCT, as the case may be, (i) in full by Reorganized  CAI  or
Reorganized  PCT, as the case may be, in the ordinary course of business in
accordance with the terms and conditions of any law, regulation, agreement,
instrument or  other document relating to such claims or (ii) deferred Cash
payments, having  a value as of the Consummation Date equal to such Allowed
Priority Tax Claim, over a period not exceeding six years after the date of
assessment of such  Allowed Priority Tax Claim, plus interest on the unpaid
portion thereof at the  rate  of  seven  percent  (7%)  per  annum from the
Consummation  Date  through the date of payment thereof.  Cash payments  of
principal will be made in annual installments equal to ten percent (10%) of
such Allowed Priority  Tax Claim plus accrued and unpaid interest, with the
first  payment  to be due  on  or  before  the  first  anniversary  of  the
Consummation Date,  or as soon thereafter as is practicable, and subsequent
payments to be due on  the anniversary of the first payment date or as soon
thereafter as is practicable;  provided,  however,  that  any  installments
remaining unpaid on the date that is six years after the date of assessment
of  the  tax that is the basis for the Allowed Priority Tax Claim  will  be
paid on the  first  Business Day following such date, or as soon thereafter
as is practicable together with any accrued and unpaid interest to the date
of payment; and provided  further,  that the Companies reserve the right to
pay any Allowed Priority Tax Claim, or any remaining balance of any Allowed
Priority Tax Claim, in full at any time  on  or after the Distribution Date
without premium or penalty; and provided further,  that  no  holder  of  an
Allowed  Priority  Tax Claim will be entitled to any payments on account of
any pre-Consummation  Date interest accrued on or penalty arising after the
Petition Date with respect  to  or in connection with such Allowed Priority
Tax Claim.  The Companies estimate  that  the  aggregate  amount of Allowed
Priority Tax Claims will be approximately $160,000.

2.  Unimpaired Classes of Claims Against CAI

(a)  Class CAI-1:  Other Priority Claims

Class  CAI-1 Other Priority Claims include Claims against CAI,  other  than
DIP Facility  Claims,  Administrative  Claims and Priority Tax Claims, that
are entitled to priority under Section 507(a)  of the Bankruptcy Code, such
as unsecured Claims for accrued employee compensation,  including vacation,
severance,  and sick-leave pay, earned within 90 days before  the  Petition
Date, to the  extent  of $4,300 per employee, and contributions to employee
benefit plans arising from  services  rendered  within  the  180-day period
preceding the Petition Date, but only for such plans to the extent  of  the
number  of  employees  covered by such plans multiplied by $4,300, less the
aggregate amount paid to  such employees for accrued employee compensation.
Under the Plan, the holder  of  an Allowed Other Priority Claim against CAI
will receive (a) Cash equal to the  unpaid  portion  of  such Allowed Class
CAI-1 Other Priority Claim or (b) such other treatment as  to which CAI and
such holder have agreed upon in writing.  CAI anticipates that it will have
few,  if  any,  Allowed  Other Priority Claims because it intends  to  seek
Bankruptcy Court approval  on  the  Petition  Date  to  continue to pay all
employee claims in the ordinary course.

(b)  Class CAI-2:  Secured Claims

Each holder of a Class CAI-2 Secured Claim will be treated  as  a  separate
class for all purposes under the Plan, and each holder of an Allowed  Class
CAI-2  Secured  Claim  will  receive the treatment set forth below.  To the
extent, if any, that the value  of  the  collateral  securing a Class CAI-2
Secured Claim is less than the total amount of such Claim,  the  difference
shall   be   treated  as  a  Class  CAI-3  General  Unsecured  Claim.   CAI
specifically reserves  all  rights  to  challenge  the validity, nature and
perfection of, and to avoid pursuant to the provisions  of  the  Bankruptcy
Code and other applicable law, any purported liens and security interests.

(i)  Class CAI-2.01:  Bott Secured Claims

Class  CAI-2.01  consists of all Claims against CAI, directly or indirectly
arising from or under,  or  relating  in  any  way  to, the Bott Notes, and
secured by the Bott Collateral, but only to the extent  of  the  value  (if
any)  of  the  Bott  Affiliates'  interest  in  CAI's  interest in the Bott
Collateral.  Under the Plan, the holder of an Allowed Bott  Secured  Claim,
will, in the sole discretion of CAI, (a) receive Cash in an amount equal to
such  Allowed  Bott  Secured Claim, (b) have its Allowed Bott Secured Claim
Reinstated, or (c) receive  such  other  treatment as to which CAI and such
holder  shall  have agreed upon in writing.   CAI  estimates  that  on  the
Petition Date, Allowed  Class  2.01  Bott  Secured  Claims  will  aggregate
approximately $3,841,000.

(ii)  Class CAI-2.02:  Mester Secured Claims

Class  CAI-2.02  consists of all Claims against CAI, directly or indirectly
arising from or under,  or  relating  in  any  way to, the Mester Notes and
secured by the Mester Collateral, but only to the  extent  of the value (if
any)  of  Mester's  interest  in  CAI's  interest in the Mester Collateral.
Under the Plan, the holder of an Allowed Mester  Secured Claim will, in the
sole discretion of CAI, (a) receive Cash in an amount equal to such Allowed
Secured Mester Claim, (b) have its Allowed Secured Mester Claim Reinstated,
or (c) receive such other treatment as to which CAI  and  such holder shall
have  agreed  upon  in  writing.  CAI estimates that on the Petition  Date,
Allowed  Class 2.02 Mester  Secured  Claims  will  aggregate  approximately
$400,000.

(iii)  Class CAI-2.03:  Other Secured Claims

Class CAI-2.03  consists  of  all Secured Claims against CAI other than the
Secured Claims included in Classes  2.01  through  2.02,  but  only  to the
extent  of  the  value  (if  any) of any collateral held by or granted to a
holder of a Secured Claim to secure such Claim.  Under the Plan, the holder
of an Allowed Other Secured Claim  will, in the sole discretion of CAI, (a)
receive Cash in an amount equal to such  Allowed  Other  Secured Claim, (b)
receive deferred cash payments totaling at least the allowed amount of such
Allowed Other Secured Claim, of a value, as of the Consummation Date, of at
least the value of such holder's interest in CAI's Estate's interest in the
collateral  securing the Allowed Other Secured Claim, (c) upon  abandonment
by CAI, receive the collateral securing such holder's Allowed Other Secured
Claim,  (d)  receive   payments  or  liens  amounting  to  the  indubitable
equivalent  of the value  of  such  holder's  interest  in  CAI's  Estate's
interest in the  collateral  securing  the Allowed Other Secured Claim, (e)
have its Allowed Other Secured Claim Reinstated,  or (f) receive such other
treatment  as  CAI  and  such  holder  have  agreed upon in  writing.   CAI
estimates that on the Petition Date, the aggregate  amount of Allowed Class
CAI-2.03 Other Secured Claims will be de minimis.

(c)  Class CAI-3:  General Unsecured Claims

General Unsecured Claims consist of each Claim against  CAI  that  is not a
DIP  Facility  Claim,  Administrative  Claim,  Priority  Tax  Claim,  Other
Priority  Claim,  Secured  Claim,  Senior  Note  Claim, Intercompany Claim,
Subordinated Note Claim, or Securities Claim.  Under  the Plan, each holder
of  an  Allowed General Unsecured Claim against CAI will  receive  in  full
satisfaction, settlement, release and discharge of and in exchange for such
Allowed General  Unsecured  Claim  (a)  treatment that leaves unaltered the
legal, equitable, and contractual rights  to  which  such  Allowed  General
Unsecured Claim entitles the holder of such Claim; (b) notwithstanding  any
contractual  provision  or  applicable law that entitles the holder of such
Allowed General Unsecured Claim to demand or receive accelerated payment of
such Claim after the occurrence  of a default, treatment that (i) cures any
such default that occurred before  or after the Petition Date, other than a
default of a kind specified in Section  365(b)(2)  of  the Bankruptcy Code,
(ii)  reinstates  the maturity of such Allowed General Unsecured  Claim  as
such maturity existed  before such default, (iii) compensates the holder of
such Allowed General Unsecured  Claim  for any damages incurred as a result
of any reasonable reliance by such holder  on such contractual provision or
such  applicable  law,  and  (iv)  does  not  otherwise  alter  the  legal,
equitable, or contractual rights to which such  Allowed  General  Unsecured
Claim entitles the holder of such Claim; or (c) such other treatment  as to
which  CAI and such holder have agreed upon in writing.  CAI estimates that
on the Petition  Date,  Allowed  Class  CAI-3 General Unsecured Claims will
aggregate no more than $5,000,000.

(d)  Class CAI-4:  Intercompany Claims

Class CAI-4 consists of all Claims against CAI held by a direct or indirect
Subsidiary of CAI, including, without limitation,  any  account  reflecting
intercompany  book  entries by a Subsidiary with respect to CAI, any  Claim
not reflected in such  book  entries  that is held by a Subsidiary, and any
derivative Claim asserted by or on behalf  of  a  Subsidiary  against  CAI.
Under  the  Plan, each holder of an Allowed Intercompany Claim against CAI,
in full satisfaction,  settlement, release and discharge of and in exchange
for such Allowed Intercompany  Claim,  will, in the sole discretion of CAI,
(a)  receive  treatment that leaves unaltered  the  legal,  equitable,  and
contractual rights  to  which  such Allowed Intercompany Claim entitles the
holder  of  such  Claim,  (b) be Reinstated,  or  (c)  receive  such  other
treatment  as  CAI  and such holder  have  agreed  upon  in  writing.   CAI
estimates that on the  Petition  Date,  Allowed  Class  CAI-4  Intercompany
Claims will be de minimis.

3.  Impaired Classes of Claims Against CAI

(a)  Class CAI-5:  Senior Note Claims

Class CAI-5 consists of all Claims of a Senior Note Holder arising under or
as a result of the Senior Notes.  Notwithstanding anything in the  Plan  to
the  contrary,  on  the  Consummation  Date  the Senior Note Claims will be
deemed Allowed Claims in the aggregate amount  of $275,000,000 plus accrued
interest  through the Petition Date.  Under the Plan,  each  holder  of  an
Allowed Senior  Note  Claim will receive, in full satisfaction, settlement,
release, and discharge  of  and  in  exchange  for such Allowed Senior Note
Claim, its Pro Rata share of (a) the New Senior  Notes  and  (b) ninety-one
percent (91%) of the New Common Stock to be issued pursuant to Article IV.C
of  the Plan.  For a more complete description of and certain risk  factors
associated  with the New Senior Notes and the New Common Stock, see Section
XII.B -- "Securities  To Be Issued In Connection With The Plan -- Resale of
Securities of Reorganized CAI."

  In addition, on the Distribution  Date,  each holder of an Allowed Senior
Note Claim against CAI will receive its Pro  Rata  share  of the balance of
the  Senior  Note  Escrow  that otherwise would have been payable  to  such
holder on September 1, 1998  in  accordance  with  the  terms of the Senior
Notes Indenture.

(b)  Class CAI-6:  Subordinated Note Claims

Class CAI-6 consists of all Claims against CAI arising under or as a result
of (i) the 12% Subordinated Note and (ii) the ECN Notes.   Under  the Plan,
the  holder of an Allowed Subordinated Note Claim against CAI will receive,
in full satisfaction, settlement, release, and discharge of and in exchange
for such  Allowed  Subordinated  Note  Claim,  its  Pro  Rata share of nine
percent (9%) of the New Common Stock to be issued pursuant  to Article IV.C
of  the  Plan.   In  consideration  of  the  treatment  of its Class  CAI-6
Subordinated  Note  Claim,  the  holder of the 12% Subordinated  Note  will
provide a release of all obligations  under  such  note  to each Subsidiary
that is an obligor thereunder.  CAI estimates that the aggregate  amount of
Allowed   Class  CAI-6  Subordinated  Note  Claims  will  be  approximately
$32,793,000 plus accrued interest through the Petition Date.

(c)  Class CAI-7:  Securities Claims

Class CAI-7  consists of all Claims against CAI arising from the rescission
of a purchase  or sale of a security of CAI, including, but not limited to,
Old  Senior  Preferred  Stock,  Old  Junior  Preferred  Stock,  Old  Voting
Preferred Stock,  Old Common Stock, Old Stock Options, Old Warrants, Senior
Notes, Subordinated Notes, all other debt instruments and any and all other
rights to acquire Equity  Securities  of  CAI, for damages arising from the
purchase or sale of such a security, or for  reimbursement, contribution or
indemnification allowed under Section 502 of the Bankruptcy Code on account
of such Claim, including, without limitation, a Claim with respect to those
actions pending against CAI and/or their current  or  former  officers  and
directors in which Securities Claims are asserted, including the Securities
Action.   Under  Section 510(b) of the Bankruptcy Code, these Claims are to
be subordinated to  all Claims or Interests that are senior to or equal the
Claim or Interest represented  by  the  security in question, except if the
security in question is common stock, in  which case the Claim has the same
priority as common stock.

(i)  Class CAI-7.01:  Debt Securities Claims

Class CAI-7.01 consists of all Securities Claims arising from, under, or in
any way related to, a Debt Security.  The holders  of  Class  CAI-7.01 Debt
Securities Claims will not be entitled to, and will not, receive  or retain
any property or interest in property on account of such Claims.

(ii)  Class CAI-7.02:  Equity Securities Claims

Class CAI-7.02 consists of all Securities Claims arising from, under, or in
any  way  related  to,  an  Equity Security.  The holders of Class CAI-7.02
Equity Securities Claims will  not be entitled to, and will not, receive or
retain any property or interest in property on account of such Claims.

Pursuant to Section 1126(g) of the  Bankruptcy  Code, Class CAI-7 is deemed
to reject the Plan because the holders of Claims  in  Class  CAI-7 will not
receive or retain any property or interest in property under the Plan.  The
Bankruptcy Court may confirm the Plan notwithstanding the deemed  rejection
by Class CAI-7, provided that the Plan does not "discriminate unfairly" and
is  "fair and equitable."  See Section VIII.E.3 -- "Summary of the Plan  --
Confirmation  of the Plan - Confirmation Without Acceptance of All Impaired
Classes - 'Cramdown'."   CAI  believes  the  Plan  does  not  "discriminate
unfairly" and is "fair and equitable" to Class CAI-7.

4.  Impaired Class of Interests in CAI

Class CAI-8:  Equity Securities Interests

Class CAI-8 consists of all Interests directly or indirectly arising  from,
under, or in any way relating to, any of the Equity Securities.  The Equity
Securities  and  Interests  being  canceled  under the Plan include the Old
Common  Stock,  Old  Stock  Options, and Old Warrants,  together  with  any
options, warrants, or rights,  contractual  or  otherwise,  to  acquire  or
receive  any  such stock or ownership interests, including, but not limited
to, the Old Options,  the  Old  Warrants  and  any  contracts or agreements
pursuant to which the non-debtor party was or could have  been  entitled to
receive  shares  of stock or other ownership interests in CAI and (ii)  any
other common or preferred  stock  of  or  other  ownership interest in CAI,
options or warrants to purchase or acquire such common  or  preferred stock
or other ownership interest in CAI.

Pursuant to Section 1126(g) of the Bankruptcy Code, Class CAI-8  is  deemed
to reject the Plan because the holders of Interests in Class CAI-8 will not
receive or retain any property or interest in property under the Plan.  The
Bankruptcy  Court may confirm the Plan notwithstanding the deemed rejection
by Class CAI-8, provided that the Plan does not "discriminate unfairly" and
is "fair and  equitable."   See Section VIII.E.3 -- "Summary of the Plan --
Confirmation of the Plan - Confirmation  Without Acceptance of All Impaired
Classes  -  'Cramdown'."   CAI  believes the Plan  does  not  "discriminate
unfairly" and is "fair and equitable" to Class CAI-8.



5.  Unimpaired Classes of Claims Against PCT

(a)  Class PCT-1:  Other Priority Claims

Class PCT-1 Other Priority Claims  include  Claims  against PCT, other than
DIP Facility Claims, Administrative Claims and Priority  Tax  Claims,  that
are  entitled to priority under Section 507(a) of the Bankruptcy Code, such
as unsecured  Claims for accrued employee compensation, including vacation,
severance, and  sick-leave  pay,  earned within 90 days before the Petition
Date, to the extent of $4,300 per employee,  and  contributions to employee
benefit  plans  arising from services rendered within  the  180-day  period
preceding the Petition  Date,  but only for such plans to the extent of the
number of employees covered by such  plans  multiplied  by $4,300, less the
aggregate amount paid to such employees for accrued employee  compensation.
Under  the Plan, the holder of an Allowed Other Priority Claim against  PCT
will receive  (a)  Cash  equal  to the unpaid portion of such Allowed Class
PCT-1 Other Priority Claim or (b)  such other treatment as to which PCT and
such holder have agreed upon in writing.   PCT estimates that the aggregate
amount of Allowed Other Priority Claims against PCT will be de minimis.

(b)  Class PCT-2:  Secured Claims

Each holder of a Class PCT-2 Secured Claim will  be  treated  as a separate
class for all purposes under the Plan, and each holder of an Allowed  Class
PCT-2  Secured  Claim  will  receive the treatment set forth below.  To the
extent, if any, that the value  of such holder's interest in PCT's interest
in the collateral securing a Class  PCT-2  Secured  Claim  is less than the
total  amount  of such Claim, the difference shall be treated  as  a  Class
PCT-3 General Unsecured  Claim.   PCT  specifically  reserves all rights to
challenge the validity, nature and perfection of, and  to avoid pursuant to
the  provisions  of  the  Bankruptcy  Code  and other applicable  law,  any
purported liens and security interests.

Under the Plan, the holder of an Allowed Secured Claim against PCT will, in
the sole discretion of PCT, (a) receive Cash  in  an  amount  equal to such
Allowed Secured Claim, (b) receive deferred cash payments totaling at least
the  allowed  amount of such Allowed Secured Claim, of a value, as  of  the
Consummation Date, of at least the value of such holder's interest in PCT's
Estate's interest in the collateral securing the Allowed Secured Claim, (c)
upon abandonment  by  PCT,  receive  the  collateral securing such holder's
Allowed  Secured Claim, (d) receive payments  or  liens  amounting  to  the
indubitable  equivalent  of  the  value  of such holder's interest in PCT's
Estate's interest in the collateral securing the Allowed Secured Claim, (e)
have  its  Allowed Secured Claim Reinstated,  or  (f)  receive  such  other
treatment as  PCT  and  such  holder  have  agreed  upon  in  writing.  PCT
estimates  that  on  the Petition Date, Allowed Class PCT-2 Secured  Claims
will be de minimis.

(c)  Class PCT-3:  General Unsecured Claims

General Unsecured Claims  consist  of  each Claim against PCT that is not a
DIP  Facility  Claim,  Administrative  Claim,  Priority  Tax  Claim,  Other
Priority Claim, Secured Claim, Intercompany  Claim,  or  Subordinated  Note
Claim.   Under  the Plan, each holder of an Allowed General Unsecured Claim
against PCT will  receive  in  full  satisfaction,  settlement, release and
discharge of and in exchange for such Allowed General  Unsecured  Claim (a)
treatment  that  leaves  unaltered  the  legal,  equitable, and contractual
rights to which such Allowed General Unsecured Claim entitles the holder of
such Claim; (b) notwithstanding any contractual provision or applicable law
that entitles the holder of such Allowed General Unsecured  Claim to demand
or  receive  accelerated  payment of such Claim after the occurrence  of  a
default, treatment that (i)  cures any such default that occurred before or
after the Petition Date, other  than  a  default  of  a  kind  specified in
Section  365(b)(2) of the Bankruptcy Code, (ii) reinstates the maturity  of
such Allowed  General  Unsecured Claim as such maturity existed before such
default, (iii) compensates  the  holder  of  such Allowed General Unsecured
Claim for any damages incurred as a result of  any  reasonable  reliance by
such holder on such contractual provision or such applicable law,  and (iv)
does  not  otherwise  alter the legal, equitable, or contractual rights  to
which such Allowed General  Unsecured  Claim  entitles  the  holder of such
Claim;  or  (c)  such other treatment as to which PCT and such holder  have
agreed upon in writing.   The  estimated  amount  of  Allowed  Class  PCT-3
General Unsecured Claims is included in the estimate of Allowed Class CAI-3
General Unsecured Claims.

(d)  Class PCT-4:  Intercompany Claims

Class PCT-4 consists of all Claims against PCT held by CAI or any direct or
indirect  Subsidiary  of  CAI,  including,  without limitation, any account
reflecting intercompany book entries by a CAI  or a Subsidiary with respect
to PCT, and any Claim not reflected in such book  entries that is held by a
CAI  or  a  Subsidiary.   Under  the  Plan,  each  holder  of   an  Allowed
Intercompany  Claim against PCT, in full satisfaction, settlement,  release
and discharge of and in exchange for such Allowed Intercompany Claim, will,
in the sole discretion  of PCT, (a) receive treatment that leaves unaltered
the  legal,  equitable,  and  contractual  rights  to  which  such  Allowed
Intercompany Claim entitles the holder of such Claim, (b) be Reinstated, or
(c) receive such other treatment as PCT and such holder have agreed upon in
writing.  PCT estimates that  on  the  Petition  Date,  Allowed Class PCT-4
Intercompany Claims will be approximately $17,411,000.

6.  Impaired Class of Claims Against PCT

Class PCT-5:  Subordinated Note Claims

Class PCT-5 consists of all Claims against PCT arising under or as a result
of  any  Subordinated  Note.   Under  the  Plan,  each Allowed Class  PCT-5
Subordinated  Note  Claim  will  be  fully  and  finally satisfied  by  the
satisfaction  of  the  applicable Class CAI-6 Subordinated  Note  Claim  in
accordance with Article III.C.2 of the Plan.

7.  Unimpaired Class of Interests in PCT

Class PCT-8:  Equity Securities Interests

Class PCT-6 consists of all Interests in PCT directly or indirectly arising
from or under, or relating  in any to, any of the Equity Securities of PCT.
Pursuant to the Plan, each Allowed  Class  PCT-6 Equity Securities Interest
will be Reinstated.

D.  Summary Of Other Provisions Of The Plan

1.  Exit Financing

The Companies anticipate that they will finalize  the  material  terms of a
new  senior  secured facility (the "New Senior Secured Facility") prior  to
the Confirmation Date, pursuant to which the Companies would have access to
sufficient working  capital  to  maintain  their operations, as well as the
operations of the Subsidiaries, during CAI's continued efforts to attract a
Strategic Partner.  CAI has commenced discussions  with  MLGAF,  which  has
informed  CAI  that it is considering providing a portion of the New Senior
Secured Facility.   In  addition,  BT Alex. Brown, the Companies' financial
advisor has begun to contact additional potential participants; however, no
definitive agreement has been reached with any entity at this time.

The Companies anticipate that the New  Senior Secured Facility, which would
be used to (a) refinance amounts outstanding on the Consummation Date under
the  DIP   Facility  and  (b)  provide  additional  borrowing  capacity  to
Reorganized CAI and the Subsidiaries following  the  Consummation Date, may
consist  of  two  tranches  of  secured debt.  The first tranche  would  be
secured by a first priority lien  on and security interest in substantially
all of CAI's assets and the second  tranche  would  be  secured by a second
priority lien on and security interest in the same assets.

Based  on its experience, BT Alex. Brown has compiled a list  of  potential
lenders  to participate in the New Senior Secured Facility.  As of June 25,
1998, eight potential lenders have expressed some interest in participating
in the facility  and  have  requested  confidentiality agreements.  Four of
those eight potential lenders have signed  a  confidentiality agreement and
have received information regarding the restructuring.   As  of  that  same
date,  BT Alex. Brown had not received any proposals or term sheets for any
portion  of the New Senior Secured Facility from any potential lender other
than MLGAF,  which  has indicated a willingness to participate in a portion
of  such  facility,  subject   to   agreement  on  satisfactory  terms  and
conditions.  BT Alex. Brown expects that  any  potential New Senior Secured
Facility lender, including MLGAF, will require a  market  interest rate and
an equity stake in Reorganized CAI.  Additional information  regarding  the
status  and  terms  of  the  New  Senior Secured Facility is expected to be
provided before the Voting Deadline  by  a  supplement  to  the  Disclosure
Statement.

2.  Releases and Satisfaction of Subordination Rights

All  Claims  of  the  holders  of  the  Secured Notes, Senior Notes and the
Subordinated Notes against CAI or PCT and  all rights and claims between or
among  such  holders  relating  in  any manner whatsoever  to  any  claimed
subordination  rights  (if  any),  will  be   deemed   satisfied   by   the
distributions  under,  described in, contemplated by, and/or implemented by
the Plan to holders of Claims  having  such  subordination rights, and such
subordination  rights  will  be  deemed waived, released,  discharged,  and
terminated as of the Consummation  Date,  and  all  actions  related to the
enforcement  of  such  subordination  rights  will be permanently enjoined.
Distributions under, described in, contemplated  by,  and/or implemented by
the Plan to the various Classes of Claims thereunder will not be subject to
levy, garnishment, attachment, or like legal process by  any  holder  of  a
Claim,  including,  but  not  limited  to,  holders of Secured Note Claims,
Senior Note Claims and Subordinated Note Claims,  by  reason of any claimed
subordination rights or otherwise, so that each holder of a Claim will have
and receive the benefit of the distributions in the manner set forth in the
Plan.

3.  Continued Corporate Existence

Following confirmation and consummation of the Plan, each  of the Companies
and  the  other  Subsidiaries will continue to exist as separate  corporate
entities  in accordance  with  the  laws  of  their  respective  states  of
incorporation   and   pursuant   to   their   respective   certificates  of
incorporation  and by-laws in effect prior to Consummation, except  to  the
extent such certificates of incorporation and by-laws are amended under the
Plan.   The certificate  of  incorporation  and  by-laws  of  each  of  the
Companies  will  be  amended  as necessary to satisfy the provisions of the
Plan and the Bankruptcy Code and will include, among other things, pursuant
to Section 1123(a)(6) of the Bankruptcy  Code,  (x) a provision prohibiting
the  issuance  of non-voting equity securities, and  if  applicable  (y)  a
provision as to  the  classes  of securities issued pursuant to the Plan or
thereafter possessing voting power, for an appropriate distribution of such
power among such classes, including,  in  the  case  of any class of equity
securities having a preference over another class of equity securities with
respect  to  dividends, adequate provisions for the election  of  directors
representing such preferred class in the event of default in the payment of
such dividends.   The Amended Certificate of Incorporation of CAI also will
include, among other  things, a provision authorizing a capital stock of 25
million shares of New Common Stock, $.01 par value per share.

4.  Sale Of MDU Assets By the Companies

PCT and CAI have entered  into  a binding letter of intent (the ALOI@) with
Mid-Atlantic  Telcom  Plus,  d/b/a  OnePoint  Communications  (AOnePoint@),
providing for the sale by the Companies to OnePoint of their assets used in
the provision of subscription video services  to  64  multi-dwelling  units
located  in  and  around  the greater Philadelphia area (the AMDU Assets").
The proposed purchase price  for the MDU Assets is $6 million, 92% of which
will be delivered to CAI and PCT at closing and 8% of which will be held in
escrow  for  a  period up to 6 months,  pending  the  technical  conversion
required  to  convert   the   MDUs   to   OnePoint's  distribution  system.
Consummation of the transactions contemplated  by the LOI is subject to the
satisfaction  of  a  variety  of  conditions,  including  Bankruptcy  Court
approval.

5.  Revesting of Assets

Pursuant to Section 1141(b) of the Bankruptcy Code,  all  property  of each
Company's Estate, together with any property of either Company that is  not
property of its Estate and that is not specifically disposed of pursuant to
the  Plan,  shall  revest  in  CAI  or  PCT,  as  the  case  may be, on the
Confirmation Date.  Thereafter, the Companies may operate their  businesses
and  may use, acquire, and dispose of property free of any restrictions  of
the Bankruptcy Code, the Bankruptcy Rules, and the Bankruptcy Court.  As of
the Confirmation Date, all property of each Company shall be free and clear
of all Claims and Interests, except as specifically provided in the Plan or
the Confirmation  Order.  Without limiting the generality of the foregoing,
each Company may, without  application  to  or  approval  by the Bankruptcy
Court, pay fees that it incurs after the Confirmation Date for professional
fees and expenses.

6.  Distributions Under the Plan

(a)  General

On or as soon as is practicable after the Consummation Date,  to the extent
that  the Plan provides for distributions on account of Allowed  Claims  in
the applicable Class, each holder of an Allowed Claim will receive the full
amount  of  the  distributions that the Plan provides for Allowed Claims in
the applicable Class.   Beginning  on  the  Distribution Date and every 180
days thereafter, distributions will also be made, pursuant to Articles III,
VII, and IX of the Plan, respectively, to (a)  holders  of Claims to whom a
distribution has become deliverable during the period since the immediately
preceding  distribution  date and (b) to holders of Disputed  Claims  whose
Claims were Allowed during  the  period  since  the  immediately  preceding
distribution  date.   Such  interim distributions will also be in the  full
amount that the Plan provides for Allowed Claims in the applicable Class.

Except as otherwise provided  in  the  Plan  or the Confirmation Order, all
Cash necessary for the Reorganized Companies to  make  payments pursuant to
the  Plan will be obtained from Reorganized CAI's existing  Cash  balances,
Reorganized  CAI's ongoing  operations, or the New Senior Secured Facility.
CAI or such third  party  Disbursing  Agent(s) as it may employ in its sole
discretion will initially make all distributions of Cash, New Senior Notes,
New Common Stock and other property required  to  be  distributed under the
applicable  provisions  of the Plan.  Any Disbursing Agent  (including,  if
applicable, Reorganized CAI in its capacity as such) may employ or contract
with other entities to assist  in or make the distributions required by the
Plan.  Each Disbursing Agent will  serve without bond, and each third party
Disbursing Agent will receive, without  further  Bankruptcy Court approval,
reasonable compensation for distribution services  rendered pursuant to the
Plan  and  reimbursement of reasonable out-of-pocket expenses  incurred  in
connection with  such  services from Reorganized CAI on terms acceptable to
Reorganized CAI.

Cash payments made pursuant  to  the Plan will be in U.S. dollars by checks
drawn on a domestic bank selected  by  Reorganized CAI, or by wire transfer
from a domestic bank, at the option of Reorganized  CAI.   Cash payments of
$1,000,000  or  more  to be made pursuant to the Plan will, to  the  extent
requested in writing no  later  than five days after the Confirmation Date,
be made by wire transfer from a domestic  bank.   Cash  payments to foreign
creditors may be made, at the option of Reorganized CAI,  in such funds and
by  such  means  as  are  necessary  or  customary in a particular  foreign
jurisdiction.

(b)  Distributions For Claims Allowed As Of The Consummation Date

Except as otherwise provided in the Plan or  as  ordered  by the Bankruptcy
Court,  distributions  to  be  made  on account of Claims that are  Allowed
Claims as of the Consummation Date will  be  made on the Distribution Date,
or as soon thereafter as practicable.  Securities  to  be  issued  will  be
deemed  issued  as of the Distribution Date regardless of the date on which
they are actually  distributed.   Distributions  on  account of Claims that
first  become  Allowed  Claims after the Consummation Date  shall  be  made
pursuant to Articles III, VII, and IX of the Plan.

(c)  Record Date For Distributions To Holders Of Senior Notes

The record date for distributions  to  holders  of Senior Notes will be the
seventh (7th) Business Day following entry of the  Confirmation  Order (the
"Distribution  Record Date").  At the close of business on the Distribution
Record Date, the  transfer  ledgers for the Senior Notes including, but not
limited to the transfer ledgers  of  the Indenture Trustee, will be closed,
and there will be no further changes in  the  record  holders of the Senior
Notes.  Reorganized CAI, the Indenture Trustee, and the  Disbursing  Agent,
if  any,  will  have no obligation to recognize any transfer of such Senior
Notes occurring after  the  Distribution  Record  Date and will be entitled
instead  to  recognize  and deal for all purposes with  only  those  record
holders stated on the transfer  ledgers  as of the close of business on the
Distribution Record Date.

(d)  Calculation Of Distribution Amounts Of New Common Stock

No  fractional  shares  or units of New Common  Stock  will  be  issued  or
distributed under the Plan  or  by Reorganized CAI or any Disbursing Agent,
indenture trustee, agent, or servicer.  Each Person entitled to receive New
Common Stock will receive the total  number  of  whole shares of New Common
Stock to which such Person is entitled.  Whenever  any  distribution  to  a
particular  Person would otherwise call for distribution of a fraction of a
share of New  Common  Stock,  the Disbursing Agent will allocate separately
one whole share to such Persons in order of the fractional portion of their
entitlements, starting with the  largest such fractional portion, until all
remaining whole shares have been allocated.  Upon the allocation of a whole
share to a Person in respect of the  fractional portion of its entitlement,
such fractional portion will be canceled.   If  two  or  more  Persons  are
entitled  to  equal  fractional  entitlements  and the number of Persons so
entitled exceeds the number of whole shares which  remain  to be allocated,
the  Disbursing  Agent  will  allocate the remaining whole shares  to  such
holders by random lot or such other  impartial  method  as  the  Disbursing
Agent  deems  fair.   Upon  the  allocation  of  all  of  the  whole shares
authorized  under  the  Plan,  all  remaining  fractional  portions of  the
entitlements will be canceled and will be of no further force and effect.

(e)  Delivery Of Distributions

Distributions  to holders of Allowed Claims will be made by the  Disbursing
Agent or the appropriate indenture trustee, agent, or servicer, as the case
may be, (a) at the addresses set forth on the proofs of Claim filed by such
holders (or at the  last  known  addresses  of  such holders if no proof of
Claim is filed or if the applicable Company has been  notified  of a change
of  address),  (b)  at  the  addresses set forth in any written notices  of
address changes delivered to the  Disbursing  Agent  after  the date of any
related proof of Claim, (c) at the addresses reflected in the  Schedules if
no proof of Claim has been filed and the Disbursing Agent has not  received
a written notice of a change of address, (d) in the case of the holder of a
Claim  that  is  governed  by  an  indenture  or  other  agreement  and  is
administered  by an indenture trustee, agent, or servicer, at the addresses
contained in the  official  records  of  such  indenture trustee, agent, or
servicer, or (e) at the addresses set forth in a  properly completed letter
of transmittal accompanying securities properly remitted  to the Companies.
If  any  holder's  distribution  is returned as undeliverable,  no  further
distributions to such holder will  be  made unless and until the Disbursing
Agent or the appropriate indenture trustee,  agent, or servicer is notified
of  such  holder's  then  current  address,  at  which   time   all  missed
distributions  will  be  made to such holder without interest.  Amounts  in
respect of undeliverable distributions made through the Disbursing Agent or
the  indenture trustee, agent,  or  servicer,  shall  be  returned  to  the
Reorganized Companies until such distributions are claimed.  All claims for
undeliverable  distributions  must  be  made  on or before the second (2nd)
anniversary  of  the  Consummation  Date, after which  date  all  unclaimed
property will revert to the Reorganized  Companies free of any restrictions
thereon  and  the  claim of any holder or successor  to  such  holder  with
respect  to  such  property   will   be   discharged  and  forever  barred,
notwithstanding any federal or state escheat laws to the contrary.

(f)  Fractional Dollars; De Minimis Distributions

Any other provision of the Plan notwithstanding,  no  payments of fractions
of  dollars will be made. Whenever any payment of a fraction  of  a  dollar
under  the Plan would otherwise be called for, the actual payment made will
reflect  a  rounding  of  such  fraction to the nearest whole dollar (up or
down), with half dollars being rounded  down.  The Disbursing Agent, or any
indenture trustee, agent, or servicer, as the case  may  be,  will not make
any payment of less than twenty-five dollars ($25.00) with respect  to  any
Claim  unless  a  request  therefor  is  made in writing to such Disbursing
Agent, indenture trustee, agent, or servicer, as the case may be.

7.   Resolution  and Treatment of Disputed,  Contingent,  and  Unliquidated
Claims

(a)  Objection Deadline; Prosecution Of Objections

The Companies or Reorganized Companies, as the case may be, will be allowed
up to 120 days after  the Consummation Date (unless extended by an order of
the Bankruptcy Court) to  file  objections  to  Claims  with the Bankruptcy
Court and serve such objections upon the holders of each  of  the Claims to
which   objections   are  made.   Notwithstanding  the  foregoing,  nothing
contained in the Plan will limit the Reorganized Companies' right to object
to  Claims,  if  any, filed  or  amended  more  than  120  days  after  the
Consummation Date.

(b)  No Distributions Pending Allowance

No payments or distributions  will  be  made  with  respect  to  all or any
portion  of  a  Disputed  Claim  unless  and  until  all objections to such
Disputed Claim have been settled or withdrawn or have  been  determined  by
Final Order, and the Disputed Claim, or some portion thereof, has become an
Allowed Claim.  Disputed Claims are Claims, or portions of Claims, that are
neither  Allowed  Claims  nor  Disallowed  Claims  and include, but are not
limited  to, Claims that have not been Scheduled by the  Companies;  Claims
that have  been  Scheduled  at  zero  or  as  contingent,  unliquidated  or
disputed;  Claims  that are the subject of a proof of Claim that differs in
nature, amount, or priority  from the Companies' Schedules; and Claims that
have not yet been allowed or disallowed by a Final Order.

(c)  Distribution Reserve

The Reorganized Companies or the  Disbursing  Agent,  as  the  case may be,
will,  on  the  Consummation  Date  or  as  soon thereafter as practicable,
establish and fund (from the Cash, New Senior  Notes,  New Common Stock, or
other property to be distributed under the Plan) the Distribution  Reserve.
In  general,  the  purpose  of  the  Distribution Reserve is to ensure that
sufficient Cash or other property is set  aside to distribute to holders of
Disputed Claims the amounts to which they are  entitled  under the Plan if,
as, and when their Disputed Claims become Allowed Claims.   The  amount  of
Cash or other property to be withheld by the Disbursing Agent on account of
each Disputed Claim will be determined in accordance with the provisions of
Article IX.C.1 of the Plan.

Neither  the  Disbursing  Agent,  nor any other party, shall be entitled to
vote any shares of the New Common Stock  held  in the Distribution Reserve.
In  the  event  that any matter requires approval by  the  shareholders  of
Reorganized CAI prior  to the distribution or cancellation of all shares of
New Common Stock from the  Distribution  Reserve,  the shares of New Common
Stock held by the Disbursing Agent shall be deemed not to have been issued,
for voting purposes only.

(d)  Distributions After Allowance

The Reorganized Companies or the Disbursing Agent, as the case may be, will
make  payments  and  distributions from the Distribution  Reserve  to  each
holder of a Disputed Claim  that  has become an Allowed Claim in accordance
with the provisions of the Plan governing the class of Claims to which such
holder belongs.  On the next succeeding interim distribution date after the
date that the order or judgment of  the  Bankruptcy  Court  allowing all or
part  of  such  Claim  becomes  a  Final  Order, the Disbursing Agent  will
distribute to the holder of such Claim any  Cash,  New  Senior  Notes,  New
Common Stock, or other property in the Distribution Reserve that would have
been  distributed  on  the  Distribution  Date  had such Allowed Claim been
allowed on the Distribution Date.  After a Final Order has been entered, or
other  final  resolution has been reached, with respect  to  each  Disputed
Claim  (i)  any   New  Senior  Notes  or  New  Common  Stock  held  in  the
Distribution  Reserve  will  be  distributed Pro Rata to holders of Allowed
Claims entitled thereto under the  terms  of  the Plan and (ii) any Cash or
other property remaining in the Distribution Reserve  will  become property
of the Reorganized Companies.  All distributions made under Article IX.D of
the  Plan  on  account of an Allowed Claim will be made together  with  any
dividends, payments,  or other distributions made on account of, as well as
any obligations arising  from, the distributed property, as if such Allowed
Claim had been an Allowed  Claim  on  the  Distribution Date.  In no event,
however, will the Disbursing Agent be required  to make distributions under
Article IX.D of the Plan more frequently than once  every  180  days  or to
make any individual payments in an amount less than $25.00.

8.  Surrender and Cancellation of Securities or Instruments

On  or  before the Distribution Date, or as soon as practicable thereafter,
each holder  of  an  instrument  evidencing  a  Claim  on  account  of Debt
Securities  which are not being Reinstated (a "Certificate") must surrender
such Certificate  to the Disbursing Agent, or, with respect to indebtedness
that  is governed by  an  indenture  or  other  agreement,  the  respective
indenture  trustee,  agent,  or  servicer,  as  the  case  may be, and such
Certificate will be canceled.  No distribution of property under  the  Plan
will  be  made  to  or  on  behalf  of any such holder unless and until the
Certificate is received by the Disbursing Agent or the respective indenture
trustee, agent, or servicer, as the case  may  be, or the unavailability of
such  Certificate  is  reasonably established to the  satisfaction  of  the
Disbursing Agent or the  respective  indenture trustee, agent, or servicer,
as the case may be.  Any such holder who  fails to surrender or cause to be
surrendered such Certificate or fails to execute  and  deliver an affidavit
of  loss and indemnity reasonably satisfactory to the Disbursing  Agent  or
the respective  indenture  trustee, agent, or servicer, as the case may be,
prior to the second (2nd) anniversary  of  the  Consummation  Date, will be
deemed  to  have  forfeited  all  rights  and  Claims  in  respect  of such
Certificate and will not participate in any distribution hereunder, and all
property  in  respect  of  such  forfeited distribution, including interest
accrued thereon, will revert to Reorganized CAI notwithstanding any federal
or state escheat laws to the contrary.

9.  Treatment of Executory Contracts and Unexpired Leases

Under section 365 of the Bankruptcy  Code,  the  Companies  have the right,
subject  to  Bankruptcy  Court approval, to assume or reject any  executory
contracts or unexpired leases.  If CAI or PCT rejects an executory contract
or unexpired lease that was  entered into before the Petition Date, it will
be treated as if it had been breached on the date immediately preceding the
Petition Date, and the other party  to  the  agreement may assert a General
Unsecured Claim for damages incurred as a result  of the rejection.  In the
case  of  rejection  of  employment  agreements and real  property  leases,
damages are subject to certain limitations  imposed by Sections 365 and 502
of the Bankruptcy Code.

(a)  Assumed Contracts and Leases; Related Payments

Except as otherwise provided in the Plan, or  in  any contract, instrument,
release,  indenture  or  other  agreement  or  document  entered   into  in
connection with the Plan, as of the Consummation Date each of the Companies
will be deemed to have assumed each executory contract and unexpired  lease
to  which  it  is a party, unless such contract or lease (i) was previously
assumed or rejected  by  CAI  or  PCT,  as the case may be, (ii) previously
expired or terminated pursuant to its own terms, or (iii) is the subject of
a  motion  to  reject  filed  on  or  before the  Confirmation  Date.   The
Confirmation Order will constitute an order  of  the Bankruptcy Court under
Section  365  of  the  Bankruptcy  Code  approving the contract  and  lease
assumptions described above, as of the Consummation Date.

Each executory contract and unexpired lease  that is assumed and relates to
the use, ability to acquire, or occupancy of real property will include (a)
all   modifications,  amendments,  supplements,  restatements,   or   other
agreements  made  directly  or  indirectly by any agreement, instrument, or
other  document  that  in any manner  affect  such  executory  contract  or
unexpired  lease  and (b)  all  executory  contracts  or  unexpired  leases
appurtenant to the  premises,  including  all easements, licenses, permits,
rights, privileges, immunities, options, rights  of  first refusal, powers,
uses, usufructs, reciprocal easement agreements, vaults,  tunnel  or bridge
agreements or franchises, and any other interests in real estate or  rights
in rem related to such premises, unless any of the foregoing agreements has
been  rejected  pursuant  to  an  order  of  the Bankruptcy Court or is the
subject of a motion to reject filed on or before the Confirmation Date.

Any monetary amounts by which each executory contract  and  unexpired lease
to  be assumed pursuant to the Plan is in default will be satisfied,  under
Section  365(b)(1)  of the Bankruptcy Code, at the option of CAI or PCT, or
the assignee of CAI or  PCT  assuming  such contract or lease, by Cure.  If
there is a dispute regarding (i) the nature or amount of any Cure, (ii) the
ability  of  a Reorganized Company or any  assignee  to  provide  "adequate
assurance of future  performance" (within the meaning of Section 365 of the
Bankruptcy Code) under  the  contract  or lease to be assumed, or (iii) any
other matter pertaining to assumption, Cure  will occur following the entry
of  a  Final Order resolving the dispute and approving  the  assumption  or
assumption and assignment, as the case may be.

(b)  Rejected Contracts and Leases; Bar to Rejection Damages

As of the  date  of  this  Disclosure  Statement,  the  Companies  have not
determined  that  any   of the executory contracts and unexpired leases  to
which they, or either of  them,  are  parties  will  be rejected; provided,
however,  that  pursuant  Section  365 (d)(2) of the Bankruptcy  Code,  the
Companies reserve the right, at any time prior to the Confirmation Date, to
seek to reject any executory contract  or unexpired lease to which they, or
either of them, are a party.

If the rejection by CAI or PCT, pursuant  to  the  Plan or otherwise, of an
executory contract or unexpired lease results in a Claim,  then  such Claim
will be forever barred and unenforceable against CAI or PCT, or Reorganized
CAI  or  Reorganized  PCT, as the case may be, or the properties of any  of
them, unless a proof of  Claim  is  filed  with the clerk of the Bankruptcy
Court and served on counsel for the Companies within thirty (30) days after
service of the earlier of (i) notice of entry  of the Confirmation Order or
(ii) other notice that the executory contract or  unexpired  lease has been
rejected.

(c)  Compensation and Benefit Programs

Except  and to the extent previously assumed by an order of the  Bankruptcy
Court on  or  before  the  Confirmation Date, all employee compensation and
benefit programs of the Companies,  including  programs subject to Sections
1114 and 1129(a)(13) of the Bankruptcy Code, entered  into  before or after
the Petition Date and not since terminated, will be deemed to  be, and will
be  treated as though they are, executory contracts that are assumed  under
Article  VIII.A  of the Plan, but only to the extent that rights under such
programs are held  by  the  Companies  or  Persons who are employees of the
Companies as of the Confirmation Date, and the Companies' obligations under
such  programs  to  persons  who  are employees of  the  Companies  on  the
Confirmation Date will survive confirmation  of  the  Plan,  except for (i)
executory contracts or plans specifically rejected pursuant to the Plan (to
the extent such rejection does not violate Sections 1114 and 1129(a)(13) of
the  Bankruptcy  Code)  and  (ii)  executory  contracts  or  plans as  have
previously  been rejected, are the subject of a motion to reject,  or  have
been specifically  waived  by  the beneficiaries of any plans or contracts.
Notwithstanding the foregoing, the Employment Agreements to be entered into
with the Key Employees on the Consummation  Date  will  amend and supersede
any other employment agreements and severance plans with or for the benefit
of the Key Employees, and, as amended, will be assumed under  the Plan.  On
the Consummation Date, the Severance Plan will be terminated.  In addition,
pursuant to the requirements of Section 1129(a)(13) of the Bankruptcy Code,
the Plan provides for the continuation of payment by the Companies  of  all
"retiree  benefits,"  as defined in Section 1114(a) of the Bankruptcy Code,
if any, at previously established  levels.  The Companies, however, have no
obligations to pay "retiree benefits."

10.  Retention of Jurisdiction

Pursuant  to  Sections  105(a)  and  1142   of  the  Bankruptcy  Code,  and
notwithstanding  entry  of the Confirmation Order  and  occurrence  of  the
Consummation  Date,  the Bankruptcy  Court  will,  to  the  fullest  extent
permitted by law, retain  exclusive  jurisdiction  over all matters arising
out of, and related to, the Chapter 11 Case and the Plan, as more fully set
forth in Article XII of the Plan.

11.  Bar Dates For Certain Claims

(a)  Administrative Claims

The Confirmation Order will establish an Administrative Claims Bar Date for
filing Administrative Claims (except for Professional Fees and the expenses
of  the members of the Creditors' Committee (if one has  been  appointed)),
which  date  will  be  45  days  after  the  Confirmation Date.  Holders of
asserted  Administrative  Claims,  except  for Professional  Fees  and  the
expenses  of  the  members of the Creditors' Committee  (if  one  has  been
appointed), not paid  prior  to the Confirmation Date must submit proofs of
Claim on or before such Administrative Claims Bar Date or forever be barred
from doing so.  The notice of Confirmation to be delivered pursuant to Fed.
R. Bankr. P. 3020(c) and 2002(f)  will  set  forth such date and constitute
notice  of  this Administrative Claims Bar Date.   The  Companies,  or  the
Reorganized Companies,  as  the  case  may  be,  will have 45 days (or such
longer period as may be allowed by order of the Bankruptcy Court) following
the  Administrative  Claims  Bar  Date  to  review  and  object   to   such
Administrative  Claims  before  a hearing for determination of allowance of
such Administrative Claims.

(b)  Professional Fee Claims

All final requests for compensation  or  reimbursement of Professional Fees
pursuant to Sections 327, 328, 330, 331, 503(b)  or  1103 of the Bankruptcy
Code for services rendered to CAI or the Creditors' Committee  (if  one has
been  appointed)  prior  to the Consummation Date, including requests under
Section 503(b)(4) of the Bankruptcy  Code  by  any  Professional  or  other
entity  for  making a substantial contribution in the Chapter 11 Case, must
be filed and served on the Reorganized Companies and their counsel no later
than 45 days after  the  Consummation Date, unless otherwise ordered by the
Bankruptcy Court.  Objections  to  applications  of  such  Professionals or
other entities for compensation or reimbursement of expenses  must be filed
and  served  on  the  Reorganized  Companies  and  their  counsel, and  the
requesting  Professional  or  other entity no later than 45 days  (or  such
longer period as may be allowed by order of the Bankruptcy Court) after the
date on which the applicable application  for compensation or reimbursement
was served.

12.  Miscellaneous

(a)  Interest On Claims

Unless otherwise specifically provided for  in  the  Plan  or  Confirmation
Order,  or  required  by  applicable bankruptcy law, post-petition interest
will neither accrue nor be paid on Claims, and no holder of a Claim will be
entitled to interest accruing  on  or after the Petition Date on any Claim.
In addition, interest will neither accrue  nor  be  paid  upon any Disputed
Claim in respect of the period from the Petition Date to the  date  a final
distribution  is made thereon if and after such \Disputed Claim becomes  an
Allowed Claim.

(b)  Preservation Of Rights Of Action; Settlement of Litigation Claims

Except as otherwise provided in the Plan, the Confirmation Order, or in any
document,  instrument,   release,   or  other  agreement  entered  into  in
connection  with  the  Plan, in accordance  with  Section  1123(b)  of  the
Bankruptcy Code, the Reorganized  Companies  will retain all claims, rights
of  action, suits, or proceedings, whether in law  or  in  equity,  whether
known  or unknown, that the Companies or their Estates may hold against any
person or  entity (collectively, "Litigation Claims"), and may enforce, sue
on, settle,  or  compromise  (or decline to do any of the foregoing) any or
all  of  such  Litigation  Claims.    The   failure  of  the  Companies  to
specifically list any claim, right of action, suit, or proceeding herein or
in the Plan does not, and will not be deemed  to,  constitute  a  waiver or
release  by  the  Companies  of  such  claim,  right  of  action,  suit, or
proceeding,  and  the Reorganized Companies will retain the right to pursue
additional Claims, rights of action, suits or proceedings.  In addition, at
any  time  after the  Petition  Date  and  before  the  Consummation  Date,
notwithstanding  anything in the Plan to the contrary, the Companies or the
Reorganized Companies  may settle some or all of the Litigation Claims with
the approval of the Bankruptcy Court pursuant to Fed. R. Bankr. P. 9019.

(c)  Withholding And Reporting Requirements

In  connection  with  the  Plan   and  all  distributions  thereunder,  the
Reorganized  Companies shall comply  with  all  withholding  and  reporting
requirements imposed  by  any  federal,  state,  local,  or  foreign taxing
authority,  and  all distributions hereunder shall be subject to  any  such
withholding and reporting requirements.

E.  Confirmation Of The Plan

Described below are  certain  important considerations under the Bankruptcy
Code in connection with confirmation of the Plan.

1.  Confirmation Hearing

Section 1128(a) of the Bankruptcy Code requires the Bankruptcy Court, after
notice, to hold a hearing on confirmation  of  the  Plan (the "Confirmation
Hearing").  Section 1128(b) of the Bankruptcy Code provides  that any party
in interest may object to confirmation of the Plan.

If  the  Companies  file  petitions  for  relief  under  Chapter 11 of  the
Bankruptcy  Code  and  seek confirmation of the Plan, the Bankruptcy  Court
will schedule a Confirmation Hearing.  The Companies will provide notice of
the Confirmation Hearing  to  all  known  Creditors and Interest holders or
their  representatives  (the  "Confirmation  Notice").    The  Confirmation
Hearing may be adjourned from time to time by the Bankruptcy  Court without
further notice except for an announcement of the adjourned date made at the
Confirmation   Hearing   or   any   adjournment   thereof.   Objections  to
confirmation must be filed and served in the manner and within the time set
forth  in the Confirmation Notice and must (a) be in  writing,  (b)  comply
with the  Federal  Rules  of  Bankruptcy Procedure and the Local Bankruptcy
Rules, (c) set forth the name of the objector, and the nature and amount of
any Claim or Interest asserted  by  the  objector against or in CAI or PCT,
the applicable Estate or its property, and (d) state with particularity the
legal and factual bases for the objection.  OBJECTIONS TO CONFIRMATION THAT
ARE NOT TIMELY FILED AND SERVED WILL NOT BE  CONSIDERED  BY  THE BANKRUPTCY
COURT AND WILL BE OVERRULED.

2.  Requirements for Confirmation of the Plan

The Bankruptcy Court will determine at the Confirmation Hearing whether the
following requirements for confirmation, set forth in Section  1129  of the
Bankruptcy Code, have been satisfied:

(a)   The  Plan  complies  with the applicable provisions of the Bankruptcy
Code.

(b)  The Companies have complied  with  the  applicable  provisions  of the
Bankruptcy Code.

(c)   The  Plan  has  been  proposed  in  good  faith  and not by any means
forbidden by law.

(d)  Any payment made or promised by the Companies or by  a  person issuing
securities or acquiring property under the Plan for services or  for  costs
and  expenses  in,  or  in  connection  with,  the  Chapter  11 Case, or in
connection  with  the  Plan and incident to the Chapter 11 Case,  has  been
disclosed  to the Bankruptcy  Court,  and  any  such  payment  made  before
confirmation  of  the Plan is reasonable, or if such payment is to be fixed
after confirmation  of the Plan, such payment is subject to the approval of
the Bankruptcy Court as reasonable.

(e)  The Companies have  disclosed (i) the identity and affiliations of (x)
any individual proposed to  serve,  after  confirmation  of  the Plan, as a
director, officer, or voting trustee of the Reorganized Companies , (y) any
affiliate of CAI or PCT participating in a joint plan with CAI  or  PCT, or
(z) any successor to the Companies under the Plan (and the appointment  to,
or continuance in, such office of such individual(s) is consistent with the
interests  of  Creditors  and Interest holders and with public policy), and
(ii) the identity of any insider  that  will be employed or retained by the
Companies and the nature of any compensation for such insider.

(f)   With  respect to each Class of Claims  or  Interests,  each  Impaired
Creditor and  Impaired Interest holder either has accepted the Plan or will
receive or retain under the Plan an account of the Claims or Interests held
by such entity,  property  of a value, as of the Consummation Date, that is
not less than the amount that  such  entity  would receive or retain if the
Companies were liquidated on such date under Chapter  7  of  the Bankruptcy
Code.   See  Section  XIV.B  --  "Feasibility of the Plan -- Best Interests
Test."

(g)  The Plan provides that Administrative Claims and Priority Claims other
than Priority Tax Claims will be paid  in full on the Consummation Date and
that Priority Tax Claims will receive on  account  of  such Claims deferred
cash  payments,  over a period not exceeding six years after  the  date  of
assessment of such  Claims,  of a value, as of the Consummation Date, equal
to the Allowed Amount of such  Claims, except to the extent that the holder
of any such Claim has agreed to a different treatment.

(h)  If a Class of Claims is Impaired under the Plan, at least one Class of
Impaired Claims has accepted the  Plan,  determined  without  including any
acceptance of the Plan by insiders holding Claims in such Class.

(i)   Confirmation  of  the  Plan  is  not  likely  to  be  followed by the
liquidation,  or  the  need  for further financial reorganization,  of  the
Companies or any successor to  the  Companies  under  the Plan, unless such
liquidation or reorganization is proposed in the Plan.   See  Section XIV.A
- -- "Feasibility of the Plan."

(j)  The Plan provides for the continuation after the Consummation  Date of
all  retiree benefits, if any, at the level established pursuant to Section
1114(e)(1)(B)  or  1114(g)  of  the  Bankruptcy  Code  at any time prior to
confirmation of the Plan, for the duration of the period the Companies have
obligated themselves to provide such benefits.

The Companies believe that, upon receipt of the Requisite  Acceptances, the
Plan  will  satisfy  all the statutory requirements of Chapter  11  of  the
Bankruptcy Code, that  the  Companies  have  complied or will have complied
with all of the requirements of Chapter 11, and  that  the  Plan  is  being
proposed and will be submitted to the Bankruptcy Court in good faith.

3.  Confirmation Without Acceptance of All Impaired Classes -- "Cramdown"

CAI  will request confirmation of the Plan, as it may be modified from time
to time, under Section 1129(b) of the Bankruptcy Code, and has reserved the
right  to modify the Plan to the extent, if any, that confirmation pursuant
to Section 1129(b) of the Bankruptcy Code requires modification.

Section  1129(b)  of  the  Bankruptcy  Code  provides  that  a  plan can be
confirmed even if it is not accepted by all impaired classes of claims  and
interests,  as  long  as at least one impaired class of claims has accepted
it.  Thus, if the Requisite  Acceptances are received, the Bankruptcy Court
may confirm the Plan notwithstanding the rejection, deemed or otherwise, of
an Impaired Class of Claims or Interests if the Plan "does not discriminate
unfairly" and is "fair and equitable"  as  to  each Impaired Class that has
rejected, or is deemed to have rejected, the Plan.

A plan does not discriminate unfairly within the  meaning of the Bankruptcy
Code if a rejecting impaired class is treated equally with respect to other
classes  of equal rank.  A plan is fair and equitable  as  to  a  class  of
secured claims  that  rejects  the  plan  if,  among other things, the plan
provides (a) (i) that the holders of claims in the  rejecting  class retain
the  liens  securing  those  claims (whether the property subject to  those
liens is retained by the debtor  or  transferred  to another entity) to the
extent of the allowed amount of such claims and (ii)  that each holder of a
claim in the rejecting class receives on account of its claim deferred cash
payments totaling at least the allowed amount of that claim, of a value, as
of the effective date of the plan, of at least the value  of  the  holder's
interest  in  the  estate's  interest  in  such property; (b) for the sale,
subject to Section 363(k) of the Bankruptcy  Code,  of any property that is
subject to the liens securing the claims included in  the  rejecting class,
free  and clear of the liens, with the liens to attach to the  proceeds  of
the sale,  and  the  treatment of the liens on proceeds under clause (a) or
(c) of this subparagraph; or (c) for the realization by such holders of the
indubitable equivalent of such claims.

A plan is fair and equitable as to a class of unsecured claims that rejects
the plan, if, among other things, the plan provides (a) that each holder of
a claim in the rejecting  class  will  receive  or retain on account of its
claim  property that has a value, as of the effective  date  of  the  plan,
equal to  the allowed amount of the claim; or (b) that no holder of a claim
or interest  that  is  junior  to  the  claims  of the rejecting class will
receive or retain under the Plan any property on  account  of  such  junior
claim or interest.

A plan is fair and equitable as to a class of equity interests that rejects
the  plan if the plan provides (a) that each holder of an interest included
in the  rejecting  class  receive  or  retain  on  account of that interest
property that has a value, as of the effective date  of  the plan, equal to
the greatest of the allowed amount of any fixed liquidation  preference  to
which  such  holder  is  entitled, any fixed redemption price to which such
holder is entitled, or the value of such interest; or (b) that no holder of
an interest that is junior  to  the  interest  of  the rejecting class will
receive  or retain under the Plan any property on account  of  such  junior
interest.

As described  above,  holders  of Claims and Interests in Classes CAI-7 and
CAI-8 will not receive or retain  property  under  the  Plan  on account of
their  Claims  and  Interests in such Classes.  Accordingly, under  Section
1126(g) of the Bankruptcy  Code, such Classes are presumed to have rejected
the Plan.  The Companies (a)  intend  to  request  confirmation of the Plan
under  Section  1129(b) of the Bankruptcy Code notwithstanding  the  deemed
rejection of the  Plan by Classes CAI-7 and CAI-8 and (b) reserve the right
to seek confirmation  of  the  Plan under Section 1129(b) of the Bankruptcy
Code notwithstanding the rejection of the Plan by other classes of Claims.

The  Companies believe that the Plan  may  be  confirmed  pursuant  to  the
above-described  "cramdown" provisions, over the dissent of certain Classes
of Claims and Interests,  in  view  of  the  treatment  proposed  for  such
Classes.   The  Companies  believe that the treatment under the Plan of the
holders of Claims and Interests in Classes CAI-7 and CAI-8 will satisfy the
"fair and equitable" test since,  although  no distribution will be made in
respect of Claims and Interests in such Classes  and,  as  a  result,  such
Classes  will be deemed to have rejected the Plan, no Class junior to these
non-accepting  Classes  will receive or retain any property under the Plan.
In  addition,  the  Companies   do  not  believe  that  the  Plan  unfairly
discriminates against any dissenting  Class  because all dissenting Classes
of equal rank are treated equally under the Plan.

4.  Conditions to Confirmation and Consummation

(a)  Conditions To Confirmation

The following are conditions precedent to confirmation of the Plan:

(i)   The  proposed  Confirmation  Order shall be  in  form  and  substance
reasonably  acceptable  to  the  Companies,   the  Unofficial  Noteholders'
Committee, and the Exit Lenders.

(ii)  The Companies shall have arranged for credit  availability  under the
New  Senior  Secured Facility, in amount, form and substance acceptable  to
CAI, to provide  the  Reorganized  Companies  with  working capital to meet
ordinary and peak requirements and additional borrowings  to support future
projects.

(b)  Conditions To Consummation

The   following   are  conditions  precedent  to  the  occurrence  of   the
Consummation Date,  each  of which may be satisfied or waived in accordance
with Article X.C of the Plan:

(i)  The Confirmation Order, in form and substance reasonably acceptable to
the Companies, the Unofficial Noteholders' Committee, and the Exit Lenders,
confirming the Plan, as the same may have been modified, must have become a
Final Order and must, among other things, provide that:

(A)  the Companies and Reorganized Companies are authorized and directed to
take all actions necessary  or  appropriate  to  enter  into, implement and
consummate  the  contracts, instruments, releases, leases,  indentures  and
other agreements or  documents  created  in connection with the Plan or the
Restructuring;

(B)  the provisions of the Confirmation Order are nonseverable and mutually
dependent;

(C)  all executory contracts or unexpired  leases  assumed  or  assumed and
assigned  by  the  Companies  during the Chapter 11 Case or under the  Plan
shall remain in full force and  effect  for  the benefit of the Reorganized
Companies  or  their   assignees  notwithstanding  any  provision  in  such
contract or lease (including those  described in Sections 365(b)(2) and (f)
of the Bankruptcy Code) that prohibits  such assignment or transfer or that
enables, permits or requires termination of such contract or lease;

(D)   the transfers of property by the Companies  (a)  to  the  Reorganized
Companies  (i)  are  or  will  be  legal, valid, and effective transfers of
property, (ii) vest or will vest the  Reorganized Companies with good title
to  such  property  free  and  clear  of  all   liens,   charges,   Claims,
encumbrances,  or  interests,  except as expressly provided in the Plan  or
Confirmation  Order,  (iii)  do  not  and  will  not  constitute  avoidable
transfers  under the Bankruptcy Code  or  under  applicable  bankruptcy  or
nonbankruptcy  law,  and  (iv)  do not and will not subject any Reorganized
Company to any liability by reason  of  such  transfer under the Bankruptcy
Code or under applicable nonbankruptcy law, including,  without limitation,
any laws affecting successor or transferee liability, and (b) to holders of
Claims under the Plan are for good consideration and value  and  are in the
ordinary course of the Companies' business;

(E)  except as expressly provided in the Plan, the Companies are discharged
effective  upon  the  Confirmation  Date  from any "debt" (as that term  is
defined  in Section 101(12) of the Bankruptcy  Code),  and  the  Companies'
liability in respect thereof is extinguished completely, whether reduced to
judgment or  not,  liquidated or unliquidated, contingent or noncontingent,
asserted or unasserted, fixed or unfixed, matured or unmatured, disputed or
undisputed, legal or equitable, or known or unknown, or that arose from any
agreement of CAI or  PCT  that  has  either been assumed or rejected in the
Chapter  11 Case or pursuant to the Plan,  or  obligation  of  CAI  or  PCT
incurred before  the  Confirmation  Date, or from any conduct of CAI or PCT
prior  to  the  Confirmation  Date,  or that  otherwise  arose  before  the
Confirmation Date, including, without  limitation, all interest, if any, on
any such debts, whether such interest accrued  before or after the Petition
Date;

(F)  the Plan does not provide for the liquidation  of all or substantially
all of the property of the Companies and its confirmation  is not likely to
be followed by the liquidation of the Reorganized Companies or the need for
further financial reorganization;

(G)   all  Interests  in  CAI  shall  be  terminated  effective  upon   the
Consummation Date; and

(H)   the  New  Senior  Notes and New Common Stock issued under the Plan in
exchange for Claims against  CAI  are  exempt  from  registration under the
Securities  Act  of 1933 pursuant to Section 1145 of the  Bankruptcy  Code,
except to the extent  that holders of New Senior Notes and New Common Stock
are "underwriters," as  that  term  is  defined  in  Section  1145  of  the
Bankruptcy Code.

(ii)   The  Reorganized  Companies shall have credit availability under the
New Senior Secured Facility,  in  amount,  form and substance acceptable to
CAI,  to provide the Reorganized Companies with  working  capital  to  meet
ordinary  and peak requirements and additional borrowings to support future
projects.

(iii)  The  FCC  shall  have  granted  CAI's  and  CS Wireless' transfer of
control applications concerning the ownership changes  contemplated  by the
Plan on terms and conditions reasonable satisfactory to CAI.

(iv)   The  FCC's  grant  of  CAI's  and  CS  Wireless' transfer of control
applications  shall  have become final on terms and  conditions  reasonably
satisfactory to CAI.

(v)  The following agreements, in form satisfactory to the Companies, shall
have been executed and  delivered,  and  all  conditions  precedent thereto
shall have been satisfied:

(A)  Amended Certificate of Incorporation and By-laws of CAI;

(B)  Amended Certificate of Incorporation and By-laws of PCT;

(C)  New Senior Notes Indenture;

(D)  Management Option Plan and Management Option Agreements;

(E)  Employment Agreements;

(F)  Registration Rights Agreement; and

(G)  New Senior Secured Facility.

(vi)  All actions, documents and agreements necessary to implement the Plan
shall have been effected or executed.

(c)  Waiver Of Conditions

The  conditions set forth in Articles X.A and X.B of the Plan,  other  than
those  set  forth in Articles X.A.1 and X.B.1, may be waived in whole or in
part by the Companies  or  the Reorganized Companies without further notice
or a hearing.

5.  Modifications and Amendments

The Companies may alter, amend,  or modify the Plan or any Exhibits thereto
under Section 1127(a) of the Bankruptcy  Code  at  any  time  prior  to the
Confirmation  Date.   After the Confirmation Date and prior to "substantial
consummation" of the Plan,  as defined in Section 1101(2) of the Bankruptcy
Code, the Companies may, under  section  1127(b)  of  the  Bankruptcy Code,
institute  proceedings  in  the  Bankruptcy Court to remedy any  defect  or
omission  or reconcile any inconsistencies  in  the  Plan,  the  Disclosure
Statement approved with respect to the Plan, or the Confirmation Order, and
such matters as may be necessary to carry out the purpose and effect of the
Plan so long  as  such proceedings do not adversely affect the treatment of
holders of Claims or  Interests  under  the  Plan;  provided, however, that
prior  notice  of such proceedings shall be served in accordance  with  the
Federal Rules of Bankruptcy Procedure or order of the Bankruptcy Court.



F.  Effects Of Confirmation

1.  Binding Effect

From and after the  Consummation  Date,  the  Plan will be binding upon and
inure to the benefit of the Companies, all present  and  former  holders of
Claims against and Interests in the Companies, whether or not such  holders
will receive or retain any property or interest in property under the Plan,
their respective successors and assigns, including, but not limited to, the
Reorganized Companies, and all parties-in-interest in the Chapter 11 Case.

2.  Discharge Of The Companies

All  consideration distributed under the Plan will be in exchange for,  and
in complete satisfaction, settlement, discharge, and release of, all Claims
of any  nature  whatsoever  against the Companies or any of their assets or
properties,  and, except as otherwise  provided  in  the  Plan  or  in  the
Confirmation Order,  and  regardless of whether any property will have been
distributed or retained pursuant  to  the  Plan  on account of such Claims,
upon the Consummation Date, the Companies shall be  deemed  discharged  and
released  under  Section  1141(d)(1)(A) of the Bankruptcy Code from any and
all Claims, including, but  not  limited  to,  demands and liabilities that
arose  before  the Confirmation Date, any liability  (including  withdrawal
liability) to the  extent  such  Claims  relate  to  services  performed by
employees of the Companies prior to the Petition Date and that arises  from
a  termination  of  employment  or a termination of any employee or retiree
benefit program regardless of whether such termination occurred prior to or
after  the Confirmation Date, and  all  debts  of  the  kind  specified  in
Sections  502(g),  502(h)  or 502(i) of the Bankruptcy Code, whether or not
(a) a proof of Claim based upon  such  debt  is filed or deemed filed under
Section 501 of the Bankruptcy Code, (b) a Claim  based  upon  such  debt is
Allowed  under  Section 502 of the Bankruptcy Code, or (c) the holder of  a
Claim based upon  such debt accepted the Plan.  The Confirmation Order will
constitute be a judicial  determination  of discharge of all liabilities of
the Companies, subject to the Consummation Date occurring.

3.  Permanent Injunction

Except as otherwise expressly provided in  the  Plan  or  the  Confirmation
Order,  all  entities  who  have held, hold or may hold Claims against,  or
Interests in, the Companies will  be permanently enjoined, on and after the
Consummation Date, from (i) commencing  or  continuing  in  any  manner any
action  or  other proceeding of any kind with respect to any such Claim  or
Interest, (ii)  the  enforcement, attachment, collection or recovery by any
manner or means of any  judgment, award, decree or order against CAI or PCT
on account of any such Claim  or  Interest,  (iii)  creating, perfecting or
enforcing any encumbrance of any kind against CAI or  PCT  or  against  the
property  or  interests  in  property  of CAI or PCT on account of any such
Claim or Interest and (iv) asserting any  right  of  setoff, subrogation or
recoupment  of  any  kind against any obligation due from  CAI  or  PCT  or
against the property or  interests  in property of CAI or PCT on account of
any  such  Claim  or Interest.  The foregoing  injunction  will  extend  to
successors of the Companies (including, without limitation, the Reorganized
Companies) and their respective properties and interests in property.

4.  Exculpation and Limitation on Liability

Neither the Reorganized Companies, nor any statutory committee appointed in
the Chapter 11 Case,  nor  MLGAF  or the Unofficial Noteholders' Committee,
nor any of their respective present or former members, officers, directors,
employees, advisors, attorneys, or agents, will have or incur any liability
to any holder of a Claim or an Interest, or any other party in interest, or
any  of  their  respective  agents, employees,  representatives,  financial
advisors, attorneys, or affiliates,  or any of their successors or assigns,
for any act or omission in connection with, relating to, or arising out of,
the Solicitation, the Chapter 11 Case,  the  pursuit of confirmation of the
Plan, the consummation of the Plan, or the administration  of  the  Plan or
the  property  to  be  distributed under the Plan, except for their willful
misconduct, and in all respects  shall  be entitled to reasonably rely upon
the  advice of counsel with respect to their  duties  and  responsibilities
under the Plan.

Notwithstanding  any  other  provision of the Plan, no holder of a Claim or
Interest, no other party in interest,  none  of  their  respective  agents,
employees,  representatives,  financial advisors, attorneys, or affiliates,
and no successors or assigns of  the  foregoing,  will  have  any  right of
action  against  the  Reorganized  Companies,  or  any  statutory committee
appointed  in the Chapter 11 Case, or MLGAF or the Unofficial  Noteholders'
Committee, or  any of their respective present or former members, officers,
directors, employees,  advisors,  attorneys,  or  agents,  for  any  act or
omission   in  connection  with,  relating  to,  or  arising  out  of,  the
Solicitation, the Chapter 11 Case, the pursuit of confirmation of the Plan,
the consummation  of  the  Plan,  or  the administration of the Plan or the
property  to  be  distributed  under the Plan,  except  for  their  willful
misconduct.
The foregoing exculpation and limitation on liability will not, however, in
any manner limit, abridge or otherwise  affect  the  rights, if any, of the
Reorganized  Companies  to  enforce,  sue  on,  settle,  or compromise  the
Litigation Claims retained pursuant to Article IV.G of the Plan.


        IX.  TREATMENT OF TRADE CREDITORS AND EMPLOYEES
        DURING THE CHAPTER 11 CASE

A.  Trade Creditors

If the Companies commence the Chapter 11 Case and seek confirmation  of the
Plan,  then,  notwithstanding  provisions of the Bankruptcy Code that would
otherwise require payment of such  pre-petition claims to be deferred until
consummation of the Plan, the Companies  intend to seek the approval of the
Bankruptcy Court (on, or as soon as possible  after,  the Petition Date) to
make  payments on account of Trade Claims to holders of  Trade  Claims  who
continue  to provide the Companies with normal trade credit.  If and to the
extent that  the  Bankruptcy Court does not approve such payments, the Plan
provides that holders  of  Trade Claims will be paid in full.  There can be
no assurance, however, that  the  Bankruptcy  Court  will  permit  an early
payment to the holders of Trade Claims.

B.  Employees

If the Companies commence the Chapter 11 Case and seek confirmation  of the
Plan,  the  Companies  intend  that salaries, wages, accrued paid vacation,
health related benefits, (other  than  the  severance  benefits  of  senior
management, see  Section IV.D -- "Corporate Structure and Management of the
Companies -- Employment Agreements") and similar employee benefits will  be
unaffected.   Employee  benefit  claims  that  accrue  pre-petition will be
Unimpaired  under the terms of the Plan.  To ensure the continuity  of  the
Companies' work  force  and to further accommodate the Unimpaired treatment
of employee benefits, the  Companies  intend  to  seek  the approval of the
Bankruptcy Court (on, or as soon as possible after, the Petition  Date)  to
honor  payroll  checks  outstanding  as  of  the Petition Date (or to issue
replacement checks), to permit employees to use their accrued vacation time
(as long as they remain employees of the Companies ) and to continue paying
medical  benefits  under  the  Companies' health plan.   There  can  be  no
assurance that the Bankruptcy Court  would  permit  payment of pre-petition
claims of employees at that time or if it does, that  it  would  not impose
limitations  on  such  payments.  Employee claims and benefits not paid  or
honored, as the case may be, prior to consummation of the Plan will be paid
or honored in full upon  consummation  of the Plan or as soon thereafter as
such payment or other obligation becomes due or performable.


        X.  FINANCING DURING AND AFTER THE CHAPTER 11 CASE

A.  The DIP Facility

THE FOLLOWING IS A SUMMARY OF CERTAIN TERMS  OF  THE  PROPOSED DIP FACILITY
AND  IS  QUALIFIED  IN  ITS  ENTIRETY  BY  REFERENCE  TO  THE DIP  FACILITY
AGREEMENT.  CERTAIN TERMS USED HEREIN AND NOT OTHERWISE DEFINED HEREIN HAVE
THE MEANINGS ASSIGNED TO THEM IN THE DIP FACILITY AGREEMENT.  A COPY OF THE
DIP FACILITY AGREEMENT WILL BE FILED WITH THE BANKRUPTCY COURT IF CAI SEEKS
AUTHORITY  TO  ENTER  INTO  THE  DIP  FACILITY.   AS  OF  THE DATE OF  THIS
DISCLOSURE STATEMENT, CAI INTENDS TO SEEK BANKRUPTCY COURT  APPROVAL OF THE
DIP FACILITY IF THE COMPANIES COMMENCE THE CHAPTER 11 CASE.

ALTHOUGH  THE  PLAN  AND  VARIOUS  RELATED  MATTERS  REFERRED  TO  IN  THIS
DISCLOSURE  STATEMENT  HAVE BEEN REVIEWED BY AND DISCUSSED WITH MLGAF,  THE
UNOFFICIAL NOTEHOLDERS'  COMMITTEE,  AND  THEIR RESPECTIVE REPRESENTATIVES,
AND  REFLECT  TO  SOME EXTENT THE VIEWS OF THOSE  PARTIES,  THE  UNOFFICIAL
NOTEHOLDERS' COMMITTEE HAS NOT APPROVED OR ENDORSED THE PLAN OR RECOMMENDED
THAT OTHER HOLDERS  OF SENIOR NOTES VOTE TO ACCEPT THE PLAN.  NEVERTHELESS,
MLGAF, THE HOLDER OF  A  SUBSTANTIAL  PRINCIPAL AMOUNT OF SENIOR NOTES, HAS
AGREED  TO PROVIDE THE DIP FACILITY, SUBJECT  TO  FINAL  DOCUMENTATION  AND
CUSTOMARY CONDITIONS.


1.  General

The DIP Facility,  which would be provided by MLGAF, is proposed to consist
of the combined deemed  and  actual  purchase  on  the  date  of closing of
$60,000,000 of DIP Notes (the "Commitment").  The DIP Notes will consist of
promissory notes to be issued under the DIP Facility Agreement in an amount
equal  to  (i)  the  Secured  Notes issued under the existing Note Purchase
Agreement, which Secured Notes will be converted into DIP Notes as if there
had been a purchase under the DIP  Facility Agreement in an amount equal to
(a) the aggregate principal amount of  outstanding  Secured Notes as of the
Petition Date plus (b) all accrued interest and fees,  plus  (ii) new notes
in an amount equal to $60,000,000 minus the aggregate amount of  principal,
accrued  interest,  and  fees  outstanding under the existing Note Purchase
Agreement as of the Petition Date.  The DIP Notes will bear interest at the
rate of 13% per annum, payable at maturity; provided, however, upon receipt
of a fully executed commitment for  a New Senior Secured Facility, or other
exit financing satisfactory to MLGAF  in  its sole discretion, the interest
rate on the DIP Notes will be reduced by 100  basis points.  The Commitment
would terminate and all outstanding DIP Facility  obligations  would be due
and  payable  on the date (the "Termination Date") that is the earliest  of
(a) six (6) months from the date of the commencement of the Chapter 11 Case
and the filing  of the Plan by the Companies, (b) the Consummation Date, or
(c) the date of any  occurrence  of  an Event of Default (as defined in the
amended and restated note purchase agreement  evidencing the DIP Facility).
The proceeds of the DIP Facility will be used to  pay  certain  transaction
costs  and  expenses  and  to provide working capital for the Companies  in
accordance with the Budget (as  defined in the DIP Facility Agreement).  No
portion of the proceeds may be used  to commence or prosecute any action or
objection with respect to MLGAF, its claims against the Companies under the
DIP Facility Agreement, or the collateral therefor.

2.  Security

The DIP Facility Claims will be (a) entitled  to superpriority claim status
under Section 364(c)(1) of the Bankruptcy Code, subject only to a carve-out
(the "Carve-Out") in an aggregate amount not to  exceed  $1,000,000 for (i)
following  the  occurrence  of an Event of Default or an event  that  would
constitute an Event of Default  with  the  giving of notice or the lapse of
time  or both, the payment of Allowed Professional  Fees  incurred  by  the
Companies  and  any statutory committee appointed in the Chapter 11 Case or
the  Unofficial  Noteholders'   Committee   (in  addition  to  compensation
preciously awarded, whether or not paid),  (ii) fees payable pursuant to 28
U.S.C. ' 1930, and (iii) fees payable to the Clerk of the Bankruptcy Court;
(b) secured under Section 364(c)(2) of the Bankruptcy  Code, subject to the
Carve-Out, by a first priority lien on and security interest in all present
and after acquired property of CAI; (c) secured under Section  364(c)(3) of
the  Bankruptcy  Code,  subject to the Carve-Out, by a junior lien  on  and
security interest in all  property  of  CAI  that is otherwise subject to a
valid and perfected lien or security interest  on  the Petition Date (other
than a lien or security interest with respect to the  Secured  Notes, which
will continue to secure CAI's obligations under the DIP Facility);  and (d)
secured by a lien on and security interest in substantially all present and
after acquired property of each of the Subsidiaries.

3.  Covenants

The  DIP  Facility contains substantially the same affirmative and negative
covenants as  those  contained in the existing Note Purchase Agreement.  In
addition, the DIP Facility  provides  for  certain  informational and other
requirements customary for a debtor-in-possession financing  facility, such
as  (a)  the  provision  by  the Companies of monthly financial statements,
budgets, cash forecasts, and other  financial  data; (b) the maintenance of
certain cash collateral, lockbox, and other blocked  accounts  with  a bank
satisfactory  to  MLGAF;  (c)  restrictions  on the payment of pre-petition
Claims  (other  than  those  pre-petition  Claims that  the  Companies  are
permitted  by  Bankruptcy  Court order to pay);  (d)  restrictions  on  the
granting of additional superpriority  Claims  to  any  other party; and (e)
certain financial covenants.

4.  Events of Default

The DIP Facility contains substantially the same Events of Default as those
contained  in  the  existing  Note  Purchase  Agreement.  In addition,  the
occurrence of any of the following is an Event  of  Default  under  the DIP
Facility:   (a)  the  Chapter  11  Case  is  dismissed  or  converted  to a
liquidation  under  Chapter  7  of  the  Bankruptcy  Code; (b) a trustee or
examiner with enlarged powers is appointed in the Chapter  11 Case; (c) any
other  superpriority claim or lien equal or superior in priority  to  those
granted with respect to the DIP Facility is granted in the Chapter 11 Case;
(d) an order  granting final approval of the DIP Facility is not entered by
the Bankruptcy  Court  within  30  days  after  the  Petition Date; (e) any
interim  order  approving the DIP Facility or the Final  Order  is  stayed,
modified, reversed,  or  vacated;  (f)  a material disruption in the senior
management of the Companies or in the composition of the board of directors
of  CAI  occurs  without the prior consent of  MLGAF;  (g)  the  Companies'
request to confirm the Plan is withdrawn or the Plan is amended or modified
in a material respect;  and  (h)  the  Bankruptcy  Court  enters  an  order
granting  relief  from the automatic stay so as to allow a third to proceed
against any material asset or assets of the Companies.

5.  Additional Significant Provisions

The following are certain additional significant provisions of the proposed
DIP Facility:  (a)  a  commitment  fee of (x) 1% for the three month period
commencing with the Petition Date, (y)  4%  for  the  next succeeding three
month  period,  and (z) 2% for each three month period thereafter,  of  the
aggregate principal  amount  of  the  DIP  Notes  will be due quarterly  in
advance and payable on the Maturity Date (as defined  in  the  DIP Facility
Agreement); (b) CAI's obligations under the DIP Facility Agreement  will be
guaranteed  by  each  of Subsidiaries that is an obligor under the existing
Note Purchase Agreement;  (c) CAI will be required to maintain its existing
cash management system; (d)  CAI  will  be  responsible  for  all costs and
expenses  of  MLGAF (including attorneys' fees and costs) relating  to  the
negotiation, documentation,  administration, and enforcement of obligations
under  the  DIP Facility; and (e)  MLGAF's  obligation  to  close  the  DIP
Facility is conditioned  upon, among other things, receipt by the Companies
of the Requisite Acceptances  of  the Plan, the filing of the Plan with the
Bankruptcy Court, entry (within 15  days  after  the  Petition  Date) of an
interim  order approving the DIP Facility, and receipt by MLGAF of  certain
financial  information from CAI; and (f) MLGAF will have the right, but not
the obligation,  in  its  sole  discretion,  to  assume  up  to  35% of any
commitment   by   another   Exit  Lender  or  Lenders  in  connection  with
consummation of an acceptable  reorganization  plan,  on  terms at least as
favorable as those set forth in such commitment.

B.  Use Of Cash Collateral

The  Companies'  obligations  under  the  Secured  Notes  are  secured   by
substantially  all  of  the  assets of CAI and certain of the Subsidiaries.
Cash proceeds of such collateral constitutes "cash collateral" as that term
is defined in Section 363(a) of  the  Bankruptcy Code.  The Bankruptcy Code
requires court approval of the use of cash  collateral,  unless all parties
holding an interest in such cash collateral consent to the use thereof.  In
order to allow the Companies' continued normal operation during the Chapter
11 Case, MLGAF has consented to the Companies' use of its  cash  collateral
in accordance with the Approved Budget, as that term is defined in  the DIP
Facility Agreement.

C.  The New Senior Secured Facility

THE  FOLLOWING  IS A SUMMARY OF CERTAIN ANTICIPATED TERMS OF THE NEW SENIOR
SECURED FACILITY  AND  IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE NEW
SENIOR SECURED FACILITY.   CERTAIN  TERMS  USED  HEREIN  AND  NOT OTHERWISE
DEFINED HEREIN HAVE THE MEANINGS ASSIGNED TO THEM IN THE NEW SENIOR SECURED
FACILITY.

MLGAF,  THE  HOLDER  OF A SUBSTANTIAL PRINCIPAL AMOUNT OF SENIOR NOTES,  IS
CONSIDERING PROVIDING A PORTION OF THE NEW SENIOR SECURED FACILITY, SUBJECT
TO AGREEMENT ON TERMS,  FINAL  DOCUMENTATION, AND SATISFACTION OF CUSTOMARY
CONDITIONS.

Amounts due and owing under the  DIP Facility must be repaid in full on the
Consummation  Date in accordance with  the  terms  of  the  loan  agreement
relating to that  Facility,  unless  otherwise  expressly  agreed by MLGAF.
MLGAF cannot be required to extend the DIP Facility beyond the Consummation
Date.   Accordingly,  following  the Consummation Date, the Companies  will
need financing to replace the DIP Facility and to carry on their businesses
and  operations.  The Companies anticipate  that  they  will  finalize  the
material  terms  of  a new senior secured facility (the "New Senior Secured
Facility") prior to the  Confirmation Date, pursuant to which the Companies
would  have  access  to  sufficient   working  capital  to  maintain  their
operations, as well as the operations of  the  Subsidiaries,   during CAI's
continued  efforts  to  attract  a  Strategic  Partner.   CAI has commenced
discussions  with  MLGAF,  which  has  informed  CAI that it is considering
providing a portion of the New Senior Secured Facility.  BT Alex. Brown has
begun contacting other potential participants for  the  facility, but as of
the  date  of this Disclosure Statement, no definitive agreement  has  been
executed.

The Companies  anticipate that the New Senior Secured Facility, which would
be used to (a) refinance amounts outstanding on the Consummation Date under
the  DIP   Facility  and  (b)  provide  additional  borrowing  capacity  to
Reorganized  CAI  and the Subsidiaries following the Consummation Date, may
consist of two tranches of secured debt. The first tranche would be secured
by a first priority  lien  on and security interest in substantially all of
CAI's assets and the second  tranche  would be secured by a second priority
lien on and security interest in the same assets.  As of June 25, 1998, the
Companies had not received any proposals  or term sheets for any portion of
the New Senior Secured Facility from any potential lender other than MLGAF,
which  has indicated a willingness to participate  in  a  portion  of  such
facility,  subject  to agreement on satisfactory terms and conditions.  The
Companies' financial  advisor,  BT  Alex. Brown, expects that any potential
New Senior Secured Facility lender, including  MLGAF, will require a market
interest rate and an equity stake in Reorganized CAI.


        XI.  CERTAIN FACTORS TO BE CONSIDERED

Holders  of Impaired Claims who are entitled to vote  on  the  Plan  should
carefully consider the following factors before deciding whether to vote to
accept or to reject the Plan.

A.  Maintenance Of Operations And Post-Petition Financing

The Companies  believe  that  the Solicitation with respect to the Plan and
the subsequent commencement of  the  Chapter 11 Case in connection with the
Plan should not materially adversely affect  the  Companies'  relationships
with programmers, customers, employees, and suppliers, as well  as the FCC,
provided  that  the  Companies can demonstrate (i) sufficient liquidity  to
continue to operate their  businesses  and (ii) a likelihood of success for
the Plan in a reasonably short time frame.  The Companies believe that this
Solicitation offers the most expeditious  means  to achieve success for the
Plan.

CAI believes that it will be able to obtain debtor-in-possession  financing
sufficient  to  operate  its  businesses following the commencement of  the
Chapter 11 Case.  Indeed, CAI already  has  reached an agreement with MLGAF
for   an  aggregate  commitment  of  $60  million in  debtor-in  possession
financing.  See Section X.A --"Financing During  and  After  the Chapter 11
Case  --  The  DIP Facility."  A condition to the proposed DIP Facility  is
that the Companies  receive  the  Requisite  Acceptances of the Plan. Thus,
there  can  be  no  assurance  at  this time that such  financing  will  be
available, that it will be approved  by  the Bankruptcy Court, or that even
with  such  financing  the Companies will have  adequate  working  capital.
Nevertheless, the Companies  believe  that  each condition can be satisfied
and  the  DIP  Facility will be available.  In addition,  PCT  and  certain
non-debtor affiliates  of  CAI  may require additional financing during the
Chapter 11 Case.  Although the Companies  believes  that any such financing
would be available, similarly, no assurances can be given.   The Companies'
inability to obtain such financing, in whole or in part, would pose serious
risks to the Companies' viability, and could preclude consummation  of  the
Plan  or  any  other  recapitalization  or  reorganization.  Finally, it is
possible  that  despite  the  belief  and  intent  of  the  Companies,  the
Solicitation or the subsequent commencement of the Chapter  11  Case  could
materially  adversely  affect  the  relationships between the Companies and
their programming suppliers, customers, employees, lessors, or the FCC.  If
such  relationships  were  materially adversely  affected,  the  Companies'
working capital position could  materially deteriorate.  This deterioration
could adversely affect the Companies'  ability to complete the Solicitation
or, if the Solicitation is successfully  completed,  to obtain confirmation
of the Plan.

B.  Certain Bankruptcy Considerations

1.  General

Although   the   Companies   believe   that   the  successful  pre-petition
Solicitation of votes to accept the Plan should  lessen  the  impact  of  a
subsequent  Chapter 11 filing to confirm the Plan, the filing of bankruptcy
petitions by  or  against the Companies and the publicity attendant thereto
nevertheless may adversely affect the Companies' businesses.  The Companies
believe that any such  adverse  effects may worsen during the pendency of a
protracted bankruptcy case.

2.  Effect on Non-Filing Subsidiaries or Affiliates

The  filing of the Chapter 11 Case  by  the  Companies  and  the  publicity
attendant  thereto  might  also  adversely  affect  the  businesses  of the
non-filing  Operating Subsidiaries.  Because the business of CAI is closely
related to the  businesses  of  the  non-filing Operating Subsidiaries, any
downturn in the businesses of the non-filing  entities  could  affect CAI's
prospects also.  Although CAI does not believe that the commencement of the
Chapter  11  Case  will  adversely  affect  the businesses of the nonfiling
Subsidiaries, if there is a protracted chapter  11 case, the possibility of
adverse effects on such Subsidiaries may increase.  Further, while CAI does
not believe that creditors of the Subsidiaries can  assert  any legal right
to take actions with respect to any Subsidiaries due to the commencement of
the  Chapter  11  Case, certain of these creditors could try to  take  such
actions nonetheless.   If  this  were  to  occur, the affected Subsidiaries
would not have the benefit of the "automatic  stay."  Although there can be
no assurance, CAI believes that such actions, if  any,  by creditors of the
Subsidiaries would not have a material adverse effect on  the  business  or
financial condition of the Subsidiaries, and therefore, on CAI.

3.  Failure to Receive Requisite Acceptances

If  the  Requisite  Acceptances  are received, the Companies intend to file
voluntary petitions for relief under  Chapter 11 of the Bankruptcy Code and
to seek, as promptly thereafter as practicable,  confirmation  of the Plan.
If   the   Requisite  Acceptances  are  not  received,  the  Companies  may
nevertheless   file   petitions  for  relief  under  Chapter  11  and  seek
confirmation of the Plan  notwithstanding the dissent of certain Classes of
Claims or Interests.  In such  event,  it  is possible that, to satisfy the
Bankruptcy Code's standards for a "cramdown"  confirmation,  including  the
absolute  priority  rule,  the  Plan  may be modified in a manner that will
materially and adversely affect the treatment  provided  to  any Class that
has rejected the Plan.  Alternatively, the Companies may seek to accomplish
an  alternative restructuring of its capitalization and its obligations  to
securityholders  and  other  creditors and obtain their consent to any such
restructuring  plan  by  means of  another  out-of-court  solicitation  for
acceptance of a plan of reorganization  for  the  Companies,  or otherwise.
There  can  be  no  assurance  that  the  terms  of  any  such  alternative
restructuring  arrangement  or plan would be similar to or as favorable  to
the Companies' Creditors as those proposed in the Plan.

4.  Failure to Confirm the Plan

Even if the Requisite Acceptances  are  received and, with respect to those
Classes deemed to have rejected the Plan  the  requirements  for "cramdown"
are  met,  the  Bankruptcy Court, which, as a court of equity may  exercise
substantial discretion,  may  choose not to confirm the Plan.  Section 1129
of  the  Bankruptcy Code requires,  among  other  things,  a  showing  that
confirmation  of  the  Plan will not be followed by liquidation or the need
for further financial reorganization of the Companies (see Section XIV.A --
"Feasibility of the Plan  and  the  Best  Interests  of  Creditors  Test --
Feasibility  of  the  Plan"),  and  that  the  value  of  distributions  to
dissenting  holders  of  Claims and Interest may not be less than the value
such holders would receive if the Companies were liquidated under Chapter 7
of the Bankruptcy Code (see  Section  XIV.B -- "Feasibility of the Plan and
the Best Interests of Creditors Tests --  Best  Interests Test").  Although
the Companies believe that the Plan will meet such  tests,  there can be no
assurance that the Bankruptcy Court will reach the same conclusion.

Additionally, the Solicitation must comply with the requirements of Section
1126(b)  of  the Bankruptcy Code and the applicable Bankruptcy  Rules  with
respect  to  the   length  of  the  solicitation  period,  compliance  with
applicable non-bankruptcy  law,  if  any,  and in the absence of applicable
non-bankruptcy  law,  the  adequacy of the information  contained  in  this
Disclosure Statement, as well  as  in  the Short Form Disclosure Statement.
If  the Bankruptcy Court were to find that  the  Solicitation  did  not  so
comply,  all  acceptances  received  pursuant  to the Solicitation could be
deemed invalid and the Companies could be forced  to  resolicit acceptances
under Section 1125(b) of the Bankruptcy Code, in which case confirmation of
the Plan could be delayed and possibly jeopardized.  The  Companies believe
that the Solicitation complies with the requirements of Section  1126(b) of
the Bankruptcy Code, that duly executed Ballots will be in compliance  with
applicable  provisions  of  the  Bankruptcy Code, and that the Plan, if the
Requisite Acceptances are received,  should  be confirmed by the Bankruptcy
Court.  There can be no assurance, however, that  the  Plan  will  ever  be
filed  and,  if  the  Plan  is  filed,  there  can  be  no  assurance  that
modifications  thereof  will not be required for confirmation, or that such
modifications would not result in a resolicitation of acceptances.

5.  Failure to Consummate the Plan

Consummation of the Plan  is conditioned upon, among other things, entry of
the Confirmation Order and  an  order (which may be the Confirmation Order)
approving the assumption and assignment  of  all  executory  contracts  and
unexpired leases (other than those specifically rejected by the Companies )
to  the  Reorganized  Companies  or  their  assignees,  the negotiation and
execution  of  definitive  agreement  governing  the  New  Senior   Secured
Facility,  and  FCC  approval of CAI's and CS Wireless' transfer of control
applications.  As of the date of this Disclosure Statement, there can be no
assurance that any or  all of the foregoing conditions will met (or waived)
or that the other conditions  to  consummation,  if any, will be satisfied.
Accordingly, even if the Plan is confirmed by the  Bankruptcy  Court, there
can be no assurance that the Plan will be consummated and the Restructuring
completed.

C.  Certain Tax Considerations

THERE  ARE  A  NUMBER  OF  MATERIAL  INCOME  TAX CONSIDERATIONS, RISKS  AND
UNCERTAINTIES ASSOCIATED WITH CONSUMMATION OF THE PLAN.  INTERESTED PARTIES
SHOULD READ CAREFULLY THE DISCUSSION SET FORTH  IN  SECTION  XIII  OF  THIS
DISCLOSURE STATEMENT, ENTITLED "CERTAIN FEDERAL INCOME TAX CONSEQUENCES  OF
THE  PLAN" FOR A DISCUSSION OF THE MATERIAL FEDERAL INCOME TAX CONSEQUENCES
AND RISKS  FOR  HOLDERS  OF  CLAIMS  AND  THE  COMPANIES RESULTING FROM THE
TRANSACTIONS OCCURRING IN CONNECTION WITH THE PLAN.

D.  Inherent Uncertainty Of Financial Projections

The  Projections  set  forth  in  Exhibit  E  hereto cover  the  Companies'
operations through the period ending March 31, 2008.  These Projections are
based on numerous assumptions that are an integral part of the Projections,
including confirmation and consummation of the  Plan in accordance with its
terms,  the  anticipated future performance of the  Reorganized  Companies,
industry  performance,   general  business  and  economic  conditions,  FCC
approvals, competition, adequate  financing, absence of material contingent
or unliquidated litigation or indemnity  claims, and other matters, many of
which are beyond the control of the Reorganized  Companies  and some or all
of  which  may  not  materialize.   In  addition, unanticipated events  and
circumstances occurring subsequent to the date of this Disclosure Statement
may  affect  the  actual financial results of  the  Reorganized  Companies'
operations.  These  variations may be material and may adversely affect the
ability of the Reorganized  Companies  to  pay  the  obligations  owing  to
certain  holders  of  Claims  entitled  to distributions under the Plan and
other  post-Consummation Date indebtedness.   Because  the  actual  results
achieved  throughout  the  periods covered by the Projections may vary from
the projected results, the Projections  should  not  be  relied  upon  as a
guaranty,  representation,  or  other  assurance of the actual results that
will occur.

E.  Dividends

Reorganized CAI does not anticipate that  any  dividends  will be paid with
respect  to  the  New  Common  Stock  in  the  near  term.  The Projections
contemplate  no  payment  of  dividends  through at least the  end  of  the
projection period ending March 31, 2008.

F.  Competition

The subscription television industry is highly  competitive.  The principal
subscription  television  competitors  in  each  market   are   traditional
hard-wire   cable,  DBS  and  private  cable  operators.   Hard-wire  cable
companies generally  are  well established and known to potential customers
and have significantly greater  financial  and  other  resources  than  the
Companies.  Premium  movie services offered by the cable television systems
have encountered significant  competition  from  the  home  video  cassette
recorder  industry.  In areas where several local off-air VHF/UHF broadcast
channels can  be  received  without the benefit of subscription television,
cable television systems also  have faced competition from the availability
of broadcast signals generally and have found market penetration to be more
difficult.  Legislative, regulatory and technological developments also may
result  in additional and significant  competition,  including  competition
from local  telephone  companies  and  from  the proposed new LMDS wireless
service.  For a more complete discussion of the  competition  faced  by the
Companies,  see  Section  III.B.1  --  "Business  Plans for the Reorganized
Companies -- Risk Factors Related to CAI's Business Plan -- Competition and
Technology."


        XII.  SECURITIES TO BE ISSUED IN CONNECTION WITH THE PLAN

As  of  the Distribution Date, Reorganized CAI will issue  the  New  Senior
Notes, New  Common  Stock, and Management Options, referred to collectively
in the Plan as the "New Securities."  The New Securities will be issued for
distribution in accordance  with  the Plan to or for the benefit of holders
of Allowed Claims as follows:  (a)  the  New Senior Notes will be issued to
the holders of Senior Notes on account of their Allowed Class CAI-5 Claims;
(b) the New Common Stock will be issued to  the holders of Senior Notes and
the holders of Subordinated Notes on account  of  their  respective Allowed
Class CAI-5, CAI-6, and PCT-5 Claims; and (c) the Management  Options  will
be issued to certain members of the senior management of Reorganized CAI.

The  following  discussion  summarizes  the  material provisions of the New
Senior  Notes,  New  Common  Stock,  and  Management   Options,   including
references,  where  applicable, to the Amended Certificate of Incorporation
and By-laws of Reorganized  CAI.  This  summary  does  not  purport  to  be
complete  and is qualified in its entirety by reference to the full text of
the New Senior Notes Indenture and Amended CAI Certificate of Incorporation
and By-laws.



A.  Description Of Securities To Be Issued

1.  New Senior Notes

The principal  terms  of the New Senior Notes are set forth in Exhibit C to
this Disclosure Statement.   The  summary contained therein is qualified by
reference  to,  and may be modified by,  the  New  Senior  Notes  Indenture
substantially in  the  form  of  the  indenture  to be included in the Plan
Supplement.

2.  New Common Stock

The principal terms of the New Common Stock to be issued by Reorganized CAI
under the plan shall be as follows:

Authorization:                                  25 million shares

Initial Issuance:                               15 million shares

Par Value:                                      $.01 per share

Voting Rights:                                  One vote per share

Preemptive Rights:                              None

Dividends:                                      Payable  at  the discretion
of the board of directors of Reorganized CAI

3.  Management Options

Management Options to purchase up to 10% of the issued shares of New Common
Stock  will  be  issued to certain members of the continuing management  of
Reorganized CAI on  the Consummation Date pursuant to the Management Option
Plan.   For a more detailed  discussion  of  the  Management  Options,  see
Section IV.C  --  "Corporate  Structure  and Management of the Companies --
Management Options."

B.  Resale Of Securities Of Reorganized CAI

1.  Registration of Securities

Under  Section 1145(a) of the Bankruptcy Code,  the  issuance  of  the  New
Senior Notes  and  New  Common  Stock  to  be distributed under the Plan in
exchange  for  Claims  against  CAI  and  the  subsequent  resale  of  such
securities by entities that are not "underwriters"  (as  defined in Section
1145(b)  of  the  Bankruptcy  Code)  are  not  subject  to the registration
requirements of Section 5 of the Securities Act of 1933.   BECAUSE  OF  THE
COMPLEX,  SUBJECTIVE  NATURE OF THE QUESTION OF WHETHER A PARTICULAR HOLDER
MAY BE AN UNDERWRITER,  CAI  MAKES NO REPRESENTATION CONCERNING THE ABILITY
OF ANY PERSON TO DISPOSE OF THE  SECURITIES  TO  BE  DISTRIBUTED  UNDER THE
PLAN.

Section 1145(b)(1) of the Bankruptcy Code provides:

(b)  (1) Except as provided in paragraph (2) of this subsection and  except
with respect  to  ordinary trading transactions of an entity that is not an
issuer, an entity is  an  underwriter under section 2(11) of the Securities
Act of 1933, if such entity --

              (A) purchases  a  claim against, interest in, or claim for an
administrative expense in the case concerning, the debtor, if such purchase
is with a view to distribution of  any  security received or to be received
in exchange for such a claim or interest;

              (B) offers to sell securities  offered or sold under the plan
for the holders of such securities;

              (C) offers to buy securities offered  or  sold under the plan
from the holders of such securities, if such offer to buy is --

                     (i)  with  a view to distribution of such  securities;
and

                     (ii) under an  agreement  made  in connection with the
plan,  with  the  consummation of the plan, or with the offer  or  sale  of
securities under the plan; or

              (D) is an issuer, as used in such section 2(11), with respect
to such securities.

      (2) An entity  is  not  an  underwriter  under  section  2(11) of the
Securities  Act  of  1933  or  under paragraph (1) of this subsection  with
respect to an agreement that provides only for --

              (A)  (i) the matching or combining of fractional interests in
securities offered or sold under the plan into whole interests, or

                     (ii) the purchase or sale of such fractional interests
from or to entities receiving such fractional interests under the plan; or

              (B) the purchase or sale for such entities of such fractional
or whole interests as are necessary  to adjust for any remaining fractional
interests after such matching.

      (3) An entity other than an entity of the kind specified in paragraph
(1) of this subsection is not an underwriter  under  section  2(11)  of the
Securities  Act  of 1933 with respect to any securities offered or sold  to
such entity in the manner specified in subsection (a)(1) of this section.

(c) An offer or sale  of securities of the kind and in the manner specified
under subsection (a)(1) of this section is deemed to be a public offering.

(d) The Trust Indenture  Act  of 1939 does not apply to a note issued under
the plan that matures not later  than  one year after effective date of the
plan.

Except as otherwise provided in Section  XII.B.2  below, CAI has no present
intention to register under the Securities Act of 1933 the New Senior Notes
or New Common Stock to be (a) distributed to holders of Allowed Senior Note
Claims and Subordinated Note Claims on account of and  in exchange for such
Claims or (b) reserved for future purchase pursuant to the  exercise of the
Management Options, but does intend to apply for listing of the  New Common
Stock  on  a  national  securities  exchange  or quoting in a United States
automated inter-dealer quotation system and to  comply  with  the reporting
requirements of the Exchange Act with respect to the New Common Stock.

2.  Registration Rights Agreement

(a)  Demand Rights

Reorganized CAI and certain holders of shares of New Common Stock  who  may
be  deemed  to  be  "underwriters"  or  "affiliates"  for  purposes  of the
Securities  Act  will  enter  into  a  Registration  Rights  Agreement (the
"Registration  Rights  Agreement")  on  or prior to the Consummation  Date.
Pursuant to the Registration Rights Agreement,  Reorganized  CAI will agree
to file with the SEC as soon as practicable after receiving a  request from
the holders of not less than 10% of the shares of New Common Stock (subject
to   adjustments   for   stock   splits),  a  registration  statement  (the
"Registration Statement") on Form S-1 or Form S-3, if use of such a form is
then available, to cover resales of "Registrable Securities" (as defined in
the Registration Rights Agreement)  by  the  holders  thereof  who  satisfy
certain  conditions  relating to the provision of information in connection
with the Registration  Statement.   Reorganized  CAI  will use commercially
reasonable  efforts  to  cause the Registration Statement  to  be  declared
effective by the SEC within 180 days of such demand.

Under the Registration Rights  Agreement,  "Registrable  Securities"  means
securities  acquired  by persons pursuant to or in connection with the Plan
(including New Common Stock,  New  Senior  Notes and securities issuable in
connection  with  the  New Senior Secured Facility  or  acquired  by  their
successors and permitted assigns in accordance with the Registration Rights
Agreement (and any securities issued or issuable with respect thereto).  If
New  Common  Stock (or any  securities  issued  or  issuable  with  respect
thereto) are listed  on any national securities exchange or included in any
interdealer quotation  system, only those securities held by persons deemed
to be "underwriters" or  "affiliates"  for  purposes  of the Securities Act
will be deemed to be Registrable Securities.

Pursuant to the terms of the Registration Rights Agreement,  the  requisite
holders  of  Registrable Securities who are a party to such agreement  will
have the right to make up to two demands each year during the six-year term
thereof for the  filing of a Registration Statement;  and, if requested, to
maintain the effectiveness  of  such  Registration  Statement  for 90 days,
provided,  however,  that  such  holders  may not make a second demand  for
registration  until  12 months after the date  on  which  the  Registration
Statement filed pursuant  to  the  first demand for registration shall have
been  declared  effective.   Only  those  holders  who  are  deemed  to  be
"underwriters"  or "affiliates" of Reorganized  CAI  for  purposes  of  the
Securities Act will  be permitted to demand the registration of Registrable
Securities pursuant to  a  shelf  registration  statement.  Reorganized CAI
shall, upon receipt of the demand by the requisite  holders, provide notice
within 15 days to all holders of Registrable Securities  who are a party to
Registration Rights Agreement.  Such holders who respond by  requesting the
right  to include their Registrable Securities for resale pursuant  to  the
Registration  Statement  (the "Participating Holders") shall be entitled to
so participate, subject to certain restrictions and limitations, including,
the right of underwriters  to reduce the number of shares being offered for
resale (in the case of an underwritten  offering).  In the case of any such
reduction, then Reorganized CAI shall include  in  such  registration  that
amount of Registrable Securities that Reorganized CAI is so advised can  be
sold  in  (or  during  the  time  of)  the  offering,  as  follows:  first,
securities  of  any  Participating  Holder that is an "underwriter"  or  an
"affiliate" of Reorganized CAI in an  amount  sufficient to include all the
shares of New Common Stock (or other Registrable  Securities,  as  the case
may  be)  offered  by such Participating Holder or an amount sufficient  to
reduce the amount of such Participating Holder's shares of New Common Stock
(or other Registrable  Securities,  as  the  case  may  be)  held after the
offering to a level that would cause such Participating Holder to no longer
be an "underwriter" or an "affiliate" of Reorganized CAI, whichever  amount
is  less;  second,  such  securities  duly requested to be included in such
Registration Statement by any other Participating  Holder,  pro rata on the
basis of the amount of such securities held by such holder; and  third, all
other securities of Reorganized CAI duly requested to be included  in  such
Registration Statement.

(b)  Piggyback Rights

If,  during  the  six-year  term  of  the  Registration  Rights  Agreement,
Reorganized CAI proposes to register any of its equity securities under the
Securities Act (other than by a registration statement on Form S-4  or Form
S-8)  in  a form and a manner that would permit registration of Registrable
Securities  held by holders that are parties to such agreement, Reorganized
CAI shall give notice to such holders of such registration.  Upon a written
request from  such  a holder of Registrable Securities requesting that such
holder's shares be included  in  such  registration  (which request must be
received  by  Reorganized  CAI within 20 days after such  notice  has  been
given), Reorganized CAI shall  use  its  commercially reasonable efforts to
effect  the registration of such Registrable  Securities.   If  Reorganized
CAI's underwriters  advise  that the Registrable Securities requested to be
included in the registration statement cannot be sold in the time or manner
requested by Reorganized CAI,  then  Reorganized  CAI shall include in such
registration that amount of Registrable Securities  that Reorganized CAI is
so advised can be sold in (or during the time of) the offering, as follows:
first, all securities proposed by Reorganized CAI to  be  sold  for its own
account;  second,  securities of any holder of Registrable Securities  that
has properly requested  that its Registrable Securities be included in such
registration and that is  an "underwriter" or an "affiliate" of Reorganized
CAI in an amount sufficient  to  include all the shares of New Common Stock
(or other Registrable Securities,  as  the  case  may  be)  offered by such
holder or an amount sufficient to reduce the amount of such holder's shares
of New Common Stock (or other Registrable Securities, as the  case  may be)
held  after  the  offering  to  a  level that would cause such holder to no
longer be an "underwriter" or an "affiliate"  of Reorganized CAI, whichever
amount is less; third, such securities duly requested  to  be  included  in
such  registration  statement by any other holder, pro rata on the basis of
the amount of such securities  held  by  such holder; and fourth, all other
securities  of  Reorganized  CAI duly requested  to  be  included  in  such
registration statement.

(c)  Other

The Registration Rights Agreement  contains  a  variety of other provisions
applicable to either demand or piggyback registrations.  Reorganized CAI is
required to pay specified expenses in connection  with  such  registrations
and  is  required  to  indemnify  the  selling stockholders against certain
liabilities,  including  liabilities  under   the   Securities   Act.   The
registration  rights provided for in the Registration Rights Agreement  are
transferable to permitted transferees of Registrable Securities that comply
with specified  procedures.   Reorganized  CAI securities registrable under
such agreement do not include securities listed  on  a  national securities
exchange  or  included  in  any interdealer quotation system,  except  such
securities held by persons deemed  to  be "underwriters" or "affiliates" of
Reorganized CAI.

3.  Lack of Established Market for New Securities

There  may  be  certain  restrictions on the  ability  of  holders  of  New
Securities to sell, transfer,  or  otherwise  freely  dispose  of  such New
Securities  received  under  the  Plan  if  the  holders  are  "issuers" or
"dealers"  under  Sections 2(11) and 2(12), respectively, of the Securities
Act of 1933, or "underwriters,"  as  defined  in  Section  1145(b)  of  the
Bankruptcy  Code.   Moreover, the New Securities will be issued pursuant to
the Plan to holders of  Allowed Senior Note Claims and Allowed Subordinated
Note Claims, some of whom  may  prefer to liquidate their investment rather
than hold such securities on a long-term  basis.   Accordingly,  the market
for  the  New  Securities  may  be volatile, at least for an initial period
after the Distribution Date, and  indeed  may  be depressed for a period of
time immediately following the Consummation Date  until  the market has had
time  to  absorb  these  sales  and  to observe the post-Consummation  Date
performance  of Reorganized CAI.  Other  factors,  such  as  the  statutory
restrictions on  transferability  and  the  likelihood that Reorganized CAI
will not declare dividends for the foreseeable  future, may further depress
the market for the New Common Stock.  In addition,  although  the  Plan and
the  Projections  were  prepared based upon an assumed reorganization value
range as described below  in  Section XIV.D -- "Feasibility of the Plan and
the Best Interests of Creditors Test -- Valuation Of Reorganized CAI," such
valuation was not an estimate of  the price at which the New Securities may
trade in the market, and CAI has not attempted to make any such estimate in
connection with the development of  the Plan.  No assurance can be given as
to the market price that will prevail following the Distribution Date.  See
Section  XIV.D  -- "Feasibility of the  Plan  and  the  Best  Interests  of
Creditors Test -- Valuation Of Reorganized CAI".


        XIII.  CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN

THE FOLLOWING DISCUSSION, WHICH WAS PREPARED BY CAI AFTER CONSULTATION WITH
ITS COUNSEL, SKADDEN,  ARPS,  SLATE, MEAGHER & FLOM LLP, SUMMARIZES CERTAIN
ANTICIPATED FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTIONS PROPOSED IN
THE  PLAN  TO  THE COMPANIES AND TO  THE  HOLDERS  OF  CLAIMS  AGAINST  THE
COMPANIES.  THE  SUMMARY IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS
BASED ON THE INTERNAL  REVENUE  CODE  OF 1986, AS AMENDED (THE "TAX CODE"),
THE  TREASURY REGULATIONS PROMULGATED THEREUNDER,  JUDICIAL  AUTHORITY  AND
CURRENT  ADMINISTRATIVE  RULINGS  AND  PRACTICE, ALL AS IN EFFECT AS OF THE
DATE  HEREOF  AND  ALL  OF  WHICH  ARE SUBJECT  TO  CHANGE,  POSSIBLY  WITH
RETROACTIVE  EFFECT  THAT  COULD  ADVERSELY  AFFECT  THE  COMPANIES,  THEIR
CREDITORS AND THEIR EQUITY SECURITY HOLDERS.

THE SUMMARY DOES NOT ADDRESS ALL ASPECTS  OF  FEDERAL  INCOME TAXATION THAT
MAY  BE  RELEVANT  TO  A  PARTICULAR  HOLDER  OF  A CLAIM IN LIGHT  OF  ITS
PARTICULAR FACTS AND CIRCUMSTANCES OR TO CERTAIN TYPES OF HOLDERS OF CLAIMS
SUBJECT TO SPECIAL TREATMENT UNDER THE TAX CODE (FOR  EXAMPLE,  FOREIGNERS,
FINANCIAL  INSTITUTIONS,  BROKER-DEALERS,  LIFE  INSURANCE  COMPANIES   AND
TAX-EXEMPT  ORGANIZATIONS)  AND ALSO DOES NOT DISCUSS ANY ASPECTS OF STATE,
LOCAL, OR FOREIGN TAXATION.   FURTHERMORE, THIS DISCUSSION DOES NOT ADDRESS
THE TAX CONSEQUENCES OF THE REORGANIZATION TO CREDITORS HOLDING CLASS CAI-4
AND PCT-4 CLAIMS.

IN  ADDITION,  A  SUBSTANTIAL  AMOUNT   OF  TIME  MAY  ELAPSE  BETWEEN  THE
CONFIRMATION DATE AND THE RECEIPT OF A FINAL  DISTRIBUTION  UNDER THE PLAN.
EVENTS  SUBSEQUENT  TO THE DATE OF THIS DISCLOSURE STATEMENT, SUCH  AS  THE
ENACTMENT OF ADDITIONAL  TAX LEGISLATION, COURT DECISIONS OR ADMINISTRATIVE
CHANGES, COULD AFFECT THE  FEDERAL  INCOME TAX CONSEQUENCES OF THE PLAN AND
THE TRANSACTIONS CONTEMPLATED THEREUNDER.   NO  RULING  WILL BE SOUGHT FROM
THE INTERNAL REVENUE SERVICE (THE "SERVICE") WITH RESPECT TO ANY OF THE TAX
ASPECTS OF THE PLAN AND NO OPINION OF COUNSEL HAS HERETOFORE  BEEN OBTAINED
BY THE COMPANIES WITH RESPECT THERETO.  ACCORDINGLY, EACH HOLDER OF A CLAIM
IS  STRONGLY  URGED  TO  CONSULT  WITH  ITS  OWN TAX ADVISOR REGARDING  THE
FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE PLAN.


A.  Federal Income Tax Consequences To The Companies

1.  Cancellation of Indebtedness Income

A  taxpayer  generally  must  include in gross income  the  amount  of  any
discharged indebtedness realized  during  the  taxable  year, except to the
extent payment of such indebtedness would have given rise  to  a deduction.
Such  amounts,  however, are not included in income where the discharge  of
indebtedness is accomplished  pursuant to a plan approved by the court in a
case  under  the  Bankruptcy  Code.   Instead,  the  amount  of  discharged
indebtedness that would otherwise  have  been  required  to  be included in
income will be applied to reduce certain tax attributes of the  taxpayer in
the  following  order:   net  operating  loss  carryovers ("NOLs"), general
business credit carryovers, capital loss carryovers,  the  taxpayer's basis
in property and foreign tax credit carryovers.

Under the Plan, satisfaction of the Claims would give rise to  discharge of
indebtedness income to the Reorganized Companies in an amount equal  to the
difference between (i) the sum of the adjusted issue prices of those Claims
that  constitute  securities for federal income tax purposes and the amount
of those Claims that  do  not  so constitute securities and (ii) the sum of
(a)  the amount of Cash, if any,  paid  by  the  Reorganized  Companies  in
partial  satisfaction  of  such  Claims and (b) the issue price of any debt
instrument  and the fair market value  of  stock  and  other  consideration
issued in satisfaction  of  such  Claims,  except  to  the  extent that the
discharged Claims would have given rise to a deduction had they  been  paid
in full and a deduction for such amounts has not already been claimed.

CAI estimates that as of July 27, 1998, the amount of its indebtedness that
would  be  impaired  under  the  Plan  is approximately $322 million, which
includes approximately $14 million of accruals  of  interest  that have not
been  deducted  in  computing  taxable  income (loss) and that CAI believes
would have given rise to a deduction if paid, and that the aggregate amount
of  consideration  to be issued in satisfaction  of  such  indebtedness  is
approximately $260 million  as  determined  for federal income tax purposes
based  on  the  projected  recoveries  under  the  Plan  (see  Section  I--
"Introduction  --  Summary Of Classification And Treatment  Of  Claims  And
Equity Interests") resulting  in discharge of indebtedness of approximately
$62 million.  The foregoing dollar  figures  assume  that  the  issue price
(i.e.,  the  fair market value on the Consummation Date) of the New  Senior
Notes (provided  that  public  trading occurs on an "established securities
market") is $100 million.  To the  extent the issue price of the New Senior
Notes  differs from $100 million, the  foregoing  dollar  figures  must  be
adjusted  accordingly.   In  addition,  the  appropriate  valuation  of the
consideration  to be paid, is subject to both legal and factual uncertainty
(including issues  relating  to the proper classification of the securities
to be issued, whether or not they  are  publicly  traded  and other factors
discussed), and thus the amount of discharge of indebtedness  could  differ
substantially from the amounts set forth above.

Because the discharge will be accomplished pursuant to a plan approved by a
court  in  a  case  under  the Bankruptcy Code and affects certain accruals
which have not been deducted  in  computing taxable income, Reorganized CAI
will not be required to recognize income  in  respect  of  such  discharge.
Instead,  the  amount  of  such  discharge  (less  the amount of discharged
accruals  which  have not been deducted in computing taxable  income)  will
reduce tax attributes existing after the determination of Reorganized CAI's
taxable income for the taxable year in which the discharge occurs.

2.  Amount and Utilization of Net Operating Loss Carryforwards

(a)     General Limitation  on  Utilization  of NOLs Following an Ownership
Change

Based on its tax returns as filed and its estimates  for  its  fiscal  year
ended  March  31,  1998,  CAI  believes  that, as of March 31, 1998, it had
approximately $257.9 million of NOLs on a  consolidated  federal income tax
basis  ("Consolidated  NOLs")  of  which  approximately  $140  million  are
separately allocable to CAI.  CAI estimates that following consummation  of
the  Plan (and application of the discharge of indebtedness rules discussed
above  and  the  attribute  reduction  rules  of  the  Tax Code Section 382
Bankruptcy  Exception discussed below), it will have Consolidated  NOLs  of
approximately  $157  million,  of  which  approximately $40 million will be
separately allocable to Reorganized CAI.

In general, a corporation is permitted to carry  forward  an unutilized net
operating loss for 15 years (20 years for such losses incurred  in  taxable
years  beginning after August 5, 1997) following the year in which the  net
operating  loss  is incurred and may use such NOLs to offset taxable income
recognized in years  prior  to  expiration  of  the NOLs.  The schedule set
forth  below  shows  CAI's  estimates  of the approximate  amount  of  NOLs
expiring in each of the years indicated.






                        EXPIRATIONS OF PRE-PLAN NOLS
                            (AS OF MARCH 31, 1998)

                             Approximate Pre-Plan NOLs
                               (Thousands omitted)


   Expires Tax
Year Ending March 31          CAI        Subsidiaries       Total
                                                  
1999                      $      100     $       15        $      115
2000                             350            170               520
2001                               0             80                80
2002                               0            795               795
2003                               0            685               685
2004                             330            775             1,105
2005                             400          1,900             2,300
2006                             290          1,240             1,530
2007                             485          1,640             2,125
2008                             940          3,035             3,975
2009                           2,400          6,370             8,770
2010                          20,250         17,975            38,225
2011                          21,760         27,160            48,920
2012                          42,875         24,690            67,565
2013                          49,850         31,340            81,190

TOTALS                      $140,030       $117,700          $257,900


As a result of the issuance of New Common Stock  to holders of Class CAI -5
and  CAI-6 Claims pursuant to the Plan, CAI and each  of  its  consolidated
Subsidiaries  will  experience  an "ownership change" as defined in Section
382(g) of the Tax Code.  In general, an ownership change for these purposes
occurs when the total percentage  of  stock  (determined  on  the  basis of
value)  of  a  corporation  owned  by  one or more "5% shareholders" of the
corporation has increased by more than 50  percentage  points  of the total
amount of stock in the corporation over the lowest total of the  percentage
of  such stock that was owned by such "5% shareholders" at any time  during
the applicable testing period.  For these purposes, certain "public groups"
of less-than  5%  shareholders are treated as a single 5% shareholder.  The
testing period is generally  the  shorter  of  (i)  three years or (ii) the
period of time since the corporation's most recent prior  ownership change.
CAI's  and each of its consolidated Subsidiaries' ownership  change  should
occur on the Consummation Date (the "Change Date").

Section 382 of the Tax Code generally restricts a corporation's utilization
of its NOLs after the corporation undergoes an ownership change by limiting
the amount  of  income earned by the corporation after the ownership change
that may be offset  by the NOLs that arose prior to the ownership change to
an annual amount equal to the equity value of the corporation on the Change
Date multiplied by the  "long  term  tax-exempt rate," currently 5.15% (the
"Section  382  Limitation").   Where the  general  Section  382  Limitation
applies, if the loss corporation does not continue its pre-ownership change
business enterprise for two years  following  the  Change Date, its Section
382 Limitation will be zero (the "Continuity of Business Requirement").

CAI  has  taken  the position in filing its tax returns  to  date  that  it
underwent an ownership  change  on  September  29,  1995.   Based  on CAI's
computation of the effect of the Section 382 Limitation resulting from that
ownership change, $6.3 million of the Consolidated NOLs may not be utilized
prior  to  the  fiscal year ending March 31, 2000.  Moreover, as more fully
described above in  Section  II.E  --  "General  Information  -- History of
CAI,"  on  March  3,  1998,  CAI  acquired  the BANX Securities which  were
convertible into or could be exercised to obtain  approximately  a  45% pro
forma  ownership  interest  in  CAI.   While  the position is not free from
doubt, CAI does not believe that the acquisition  of  the  BANX  Securities
should adversely affect its NOLs or the Consolidated NOLs.

(b)     The Bankruptcy Exception

Notwithstanding  an ownership change under Section 382(g) of the Tax  Code,
the Section 382 Limitation  does  not  apply (unless the corporation elects
for it to apply), where (i) immediately  before  the  ownership  change the
corporation is under the jurisdiction of a court pursuant to Chapter  11 of
the   Bankruptcy   Code,  (ii)  such  ownership  change  results  from  the
court-approved plan  of  reorganization  and  (iii) the post-reorganization
stock  ownership  of  the  corporation  satisfies certain  conditions  (the
"Bankruptcy Exception").  The stock ownership  condition  requires that the
stockholders  and  certain creditors of the corporation (described  below),
determined  immediately  before  the  ownership  change,  own  (after  such
ownership change  and  as  a  result  of  being  stockholders  or creditors
immediately  before such change) in the aggregate, stock of the corporation
having 50% or  more  of  both  the  value  and  voting  power  of the total
outstanding  stock  of  the reorganized corporation.  For purposes  of  the
Bankruptcy Exception, stock  received by creditors in satisfaction of their
debt claims against the corporation will only be counted to the extent such
creditors received such stock  in  satisfaction of (i) indebtedness held by
such creditors for at least 18 months  before  the filing of the Chapter 11
petition with respect to the corporation or (ii)  indebtedness  which arose
in  the  ordinary  course  of the trade or business of the corporation  and
which at all times has been  held  by  such  creditors.   For  purposes  of
determining  whether  the  post-reorganization stock ownership requirements
are met, Reorganized CAI generally  must  determine  whether a creditor who
becomes a 5% shareholder as a result of the reorganization  held  the  debt
for  the  requisite  18  months prior to the commencement of the Chapter 11
Case, and may rely on a written  statement  of  the  creditor, signed under
penalties of perjury, to that effect.  In general, absent  actual knowledge
to the contrary, Reorganized CAI may presume that a creditor  that is not a
5% shareholder immediately after the ownership change held the debt for the
18-month period.

Even where the Bankruptcy Exception applies, Reorganized CAI's  ability  to
utilize  the  Consolidated  NOLs (including its separate NOLs and other tax
attributes) will be effectively  eliminated  if  Reorganized  CAI undergoes
another  ownership  change  within two years of the Consummation Date.   In
addition, although the Continuity  of  Business Requirement discussed above
is not applicable to an ownership change  to which the Bankruptcy Exception
applies,  Reorganized  CAI's  ability  to  utilize  the  Consolidated  NOLs
following consummation of the Plan may be challenged  under  Section 269 of
the   Tax  Code,  as  discussed  below,  unless  Reorganized  CAI  and  its
Subsidiaries  conduct  more than an insignificant amount of an active trade
or business following the ownership change.

Because (i) CAI will be  under  the jurisdiction of a court in a case under
Chapter 11 of the Bankruptcy Code, (ii) an ownership change with respect to
CAI is expected to occur as a result of the confirmation of the Plan by the
Bankruptcy Court and (iii) CAI believes  that  the  post-Consummation  Date
stock  ownership requirements of the Bankruptcy Exception should be met and
confirmed in accordance with the rules discussed above, CAI intends to take
the position  that  the  Bankruptcy  Exception  will apply to the ownership
change that will occur with respect to itself and,  although  there  is  no
direct  authority  on  point,  its  Subsidiaries  on the Consummation Date.
Furthermore, CAI intends to take the position that  Section  269 of the Tax
Code  and  the  Treasury  regulations thereunder should not apply  because,
among other things, CAI expects  that  it and each of its Subsidiaries will
continue  their respective current operations  following  the  Consummation
Date.  CAI  believes that the application of the Bankruptcy Exception would
be beneficial,  and,  accordingly, CAI does not expect that Reorganized CAI
will make the election  to have the Section 382 Limitation apply in lieu of
the Bankruptcy Exception.

There can be no assurance that the Service will not seek to challenge CAI's
position that the Bankruptcy  Exception  applies to the ownership change or
that such a challenge, if asserted, would  not  be  sustained by a court of
law.   If  the  Service  were  successful  in  challenging CAI's  position,
Reorganized CAI's NOLs and the Consolidated NOLs generally would be subject
to the Section 382 Limitation (based on the post-ownership change valuation
of Reorganized CAI) discussed above (increased to  reflect the surrender or
cancellation of creditors' Claims for stock).  In addition,  if the Service
were  to  assert  successfully that Section 269 of the Tax Code applies  to
Reorganized CAI, Reorganized  CAI's  ability  to  utilize  its NOLs and the
Consolidated NOLs following the Consummation Date could be eliminated.   As
discussed  below, CAI believes that Section 269 should not apply, and would
vigorously contest  any  attempt by the Service to apply Section 269 of the
Tax Code in this manner.

(c)     Reduction in NOLs Required by Bankruptcy Exception

Although Reorganized CAI's  NOLs  will  not  be  subject to the Section 382
Limitation if the Bankruptcy Exception applies, its  NOLs nevertheless will
be reduced by any interest deductions taken by CAI during  the taxable year
in  which  the  Consummation Date occurs, on or before such date,  and  the
three  preceding taxable  years  with  respect  to  indebtedness  that  was
converted into, or exchanged for, stock pursuant to the Plan.

(d)     Risks of a Second Section 382(g) Ownership Change

Reorganized  CAI's  Consolidated  NOLs  and  other  tax attributes would be
eliminated  in their entirety if a second ownership change  were  to  occur
during the two-year  period  following the ownership change that will occur
on the Consummation Date.  A second  ownership change that occurs after the
two-year period following the Consummation  Date  would subject Reorganized
CAI's utilization of its and its consolidated group's pre-Consummation Date
NOLs to the general Section 382 Limitation, and could impair or essentially
eliminate the use of  NOLs and other tax attributes existing at the time of
such   second  ownership  change.   There  are  no  restrictions   on   the
transferability of New Common Stock to avoid an ownership change within the
two years  following the Consummation Date.  Accordingly, holders of Claims
should not depend  upon  the  continued  existence  or utilization of CAI's
Consolidated NOLs following consummation of the Plan.

(e)     Section 269 of the Tax Code

Section 269 of the Tax Code grants the Service the power  to  disallow  any
deduction, credit or allowance (including the utilization of  NOLs) where a
corporation  undertakes  certain  transactions for the principal purpose of
avoiding  or  evading  Federal  income   taxes.    Specifically,   Treasury
Regulation  Section 1.269-3(d) provides that unless the corporation carries
on "more than  an  insignificant  amount"  of  an  active trade or business
(which  does  not  have  to be the historic trade or business)  during  and
subsequent to the Title 11  or  similar  case, an acquisition of control in
connection  with  an  ownership change to which  the  Bankruptcy  Exception
applies is considered to  be made for the prohibited purpose, absent strong
evidence to the contrary.   The  determination  of  whether  more  than  an
insignificant  amount  of  business is being carried on is based on all the
facts and circumstances, including  the  amount  of  business  assets  that
remain  in  use  and  the  number of employees who continue employment.  As
described in this Disclosure Statement, CAI intends that it and each of its
Subsidiaries will continue operating  in  substantially the same businesses
in which they now operate.  Although there  can  be no certainty due to the
factual  nature  of  the  Section  269  inquiry,  CAI  believes   that  the
application of Section 269 of the Tax Code should not adversely affect  the
NOLs  that  it and its Subsidiaries will retain after the Consummation Date
and that, subject to the other risks described herein, those NOLs should be
available  to  be  utilized  against  future  operating  income.  Moreover,
Reorganized  CAI  would  vigorously  contest  any  challenge brought by the
Service under Section 269 of the Tax Code.

3.   Deductions  of  Accrued  Interest  and  Original  Issue   Discount  by
Reorganized CAI

To  the extent a portion of the consideration issued to creditors  pursuant
to the Plan is attributable to accrued and unpaid interest on their Claims,
Reorganized  CAI  would be entitled to interest deductions in the amount of
such accrued interest,  to  the  extent  CAI  has not already deducted such
amounts.   Although  the  amount  of  consideration  allocable  to  accrued
interest where creditors are receiving  less than the full principal amount
of their claims is unclear under present  law,  CAI intends to allocate the
full amount of the consideration transferred to creditors  pursuant  to the
Plan  to  the  principal  amount  of such creditors' Claims and to take the
position that no amount of the consideration  to  be  received by creditors
pursuant to the Plan is attributable to accrued interest on such creditors'
Claims.  The applicable high yield discount obligation  ("AHYDO")  rules of
sections 163(e)(5) and 163(i) of the Tax Code may affect Reorganized  CAI's
ability  to  deduct  interest payments made on the New Senior Notes.  Under
those rules, Reorganized  CAI  would not be entitled to deduct a portion of
the original issue discount accruing  on  the New Senior Notes and would be
allowed to deduct the remainder of the original  issue  discount  only when
paid.   The AHYDO rules apply to debt instruments that have a term of  more
than five  years,  have  a  yield  to  maturity that equals or exceeds five
percentage points over the "applicable federal  rate" and have "significant
original issue discount."  Because the amount of  original  issue discount,
if any, and the yield to maturity will be determined at the time that a New
Senior  Note is issued, it is not possible to determine the precise  effect
of the AHYDO  rules  if they apply.  However, CAI does not believe that the
AHYDO rules should materially  adversely affect Reorganized CAI.  Moreover,
if the AHYDO rules applied to a  New Senior Note, a corporate holder may be
treated as receiving dividend income  (to  the  extent of Reorganized CAI's
current and accumulated earnings and profits) solely  for  purposes  of the
dividends  received deduction, with respect to that portion of the original
issue discount for which Reorganized CAI is denied a deduction.

4.  Tax Classification of the New Senior Notes

CAI intends  to  take  the  position that the New Senior Notes are debt for
Federal income tax purposes.   Accordingly,  CAI intends to (i) measure its
discharge of indebtedness income with respect  to the Senior Note Claims by
reference to the issue price of the New Senior Notes  and  (ii)  deduct  as
interest  and  report  to holders as interest original issue discount as it
accrues on the New Senior  Notes  (except to the extent the AHYDO rules, as
discussed above, apply).  CAI expects  that  the  New  Senior Notes will be
"traded on an established securities market" within the  meaning of Section
1273 of the Tax Code and applicable Treasury Regulations,  and accordingly,
that their "issue price" will be their fair market value determined  as  of
the Consummation Date.

Notwithstanding  CAI's  intended reporting positions set forth above, based
on  the  terms of the New Senior  Notes  and  the  financial  condition  of
Reorganized  CAI,  there  is  a  significant  risk  that  the Service could
successfully assert that the New Senior Notes are properly characterized as
equity interests in Reorganized CAI and not as debt for Federal  income tax
purposes.  In such event, CAI would have a significantly greater amount  of
discharge  of  indebtedness  under  the  Plan  and a correspondingly larger
reduction in its NOLs, and would not be permitted  to  deduct  any  amounts
payable  under  the New Senior Notes.  CAI believes, however, that it would
qualify for the Bankruptcy  Exception  even  if  the  New Senior Notes were
treated as equity for tax purposes.  Due to the factual  nature of the debt
characterization  issue,  there  can  be no assurance that CAI's  reporting
positions with respect to these issues will be sustained.

5.  Alternative Minimum Tax

For purposes of computing Reorganized CAI's  regular  tax liability, all of
the taxable income recognized in a taxable year generally  may be offset by
the  carryover  of  NOLs  (to  the  extent  permitted under the Tax  Code).
Although all of Reorganized CAI's regular tax  liability  for  a given year
may  be  reduced  to  zero  by  virtue  of  its  NOLs,  in  any given year,
Reorganized CAI may be subject to the alternative minimum tax ("AMT").  The
AMT  imposes  a  tax  equal  to  the amount by which 20% of a corporation's
alternative  minimum  taxable income  ("AMTI")  exceeds  the  corporation's
regular tax liability.   AMTI  is  calculated pursuant to specific rules in
the  Tax Code which eliminate or limit  the  availability  of  certain  tax
deductions  and  which  include  as  income  certain  amounts not generally
included in computing regular tax liability.  Of particular  importance  to
Reorganized  CAI  is  that in calculating AMTI, only 90% of a corporation's
AMTI may be offset by net  operating loss carryovers (as computed for these
purposes).  Thus, in any year  for  which Reorganized CAI may be subject to
the AMT, any AMTI recognized would be  taxable  at  an effective rate of 2%
(i.e., 10% of the 20% AMT tax rate).

B.  Federal Income Tax Consequences To Holders Of Claims

1.  Classes CAI-1, CAI-2, and CAI-3; Classes PCT-1, PCT-2, and PCT-3

On the exchange of its Claim for cash or property, each  holder  of a Class
CAI-1,  CAI-2,  CAI-3,  PCT-1, PCT-2 or PCT-3 Claim will recognize gain  or
loss measured by the difference between the amount realized on the exchange
and its tax basis in such  Claim.  The amount realized will be equal to the
aggregate fair market value  of  the  cash  and/or property received to the
extent not allocable to interest.  (See Section XIII.A.3 -- "Federal Income
Tax Consequences to the Companies -- Deductions  of  Accrued  Interest  and
Original  Issue  Discount by Reorganized CAI.")  The character and taxation
of any recognized  gain  or loss will depend on the status of the creditor,
the nature of the Claim in its hands and its holding period.  To the extent
a creditor receives property  constituting  a  new  obligation which, under
section 1001 of the Tax Code and the Treasury Regulations  thereunder, does
not  differ materially in kind or extent from such creditor's  Claim,  such
new obligation  should  be  treated  as a continuation of such Claim.  As a
result, to the extent such new obligation  is  treated as a continuation of
such  Claim,  there should be no federal income tax  consequences  to  such
creditor.  Each creditor should consult with its own tax advisors regarding
the consequences  to  it  of  receiving  cash  or property, including a new
obligation, in exchange in whole or in part for its Claim.

2.  Class CAI-5 Senior Note Claims; Classes CAI-6  and  PCT-5  Subordinated
Note Claims

(a)     General

The  federal income tax consequences of the implementation of the  Plan  to
(i)  a Class CAI-5 creditor receiving Cash, New Senior Notes and New Common
Stock under the Plan (a "Senior Creditor") and (ii) a Class CAI-6 (and, for
purposes  of  this  discussion,  Class PCT-5) creditor receiving New Common
Stock (a "Subordinated Creditor")  will  depend  primarily  on  a number of
factors, including whether the New Senior Notes are properly classified  as
debt or equity for federal income tax purposes, whether the exchanged claim
(a "Senior Claim" or a "Subordinated Claim," respectively) is an obligation
that  constitutes  a  "security"  for  federal  income tax purposes (a "Tax
Security"), and, if a Senior Claim or a Junior Claim,  as  the case may be,
constitutes a Tax Security, on whether the New Senior Notes  constitute Tax
Securities and whether any of the Senior Claims, the Junior Claims,  or the
New  Senior Notes are considered traded on an established securities market
("publicly  traded")  for purposes of the original issue discount rules, as
well as marketable securities  in  the  case of the Senior Claims or Junior
Claims or readily tradable in the case of  the  New  Senior  Notes, in each
case for purposes of the installment sales rules of the Tax Code.  The term
"security"  is  not  defined  in  the Tax Code or the Treasury Regulations.
Whether a Senior Claim or a Junior  Claim  constitutes  a  Tax  Security is
based  on the facts and circumstances surrounding the origin and nature  of
the Senior  Claim,  the  Junior  Claim  and  its  respective maturity date.
Generally, stock, and bonds or debentures with an original term of at least
ten  years,  have  been  considered  to  be Tax Securities.   In  contrast,
instruments  with  terms  of  five  years or less  rarely  qualify  as  Tax
Securities.  CAI believes that it is  likely,  although  not  entirely free
from  doubt,  that  the  Senior Notes and the Subordinated Notes should  be
treated as Tax Securities,  and  intends  to take the position that the New
Senior Notes are Tax Securities for federal income tax purposes.

The  exchange of Senior Note Claims for Cash,  New  Senior  Notes  and  New
Common  Stock  and  the exchange of Subordinated Note Claims for New Common
Stock  should  constitute   a   recapitalization  pursuant  to  a  plan  of
reorganization within the meaning  of Section 368(a)(1)(E) of the Tax Code.
Accordingly, under current law (i) no  gain  (except  as discussed below in
the  case  of  the  exchange  of  Senior  Note  Claims) or loss  should  be
recognized by holders of Class CAI-5 or Class CAI-6  Claims pursuant to the
Plan,  (ii)  except  to  the  extent, if any, such Cash or  securities  are
treated as received in satisfaction  of interest accrued on such creditor's
Claim  after  the  beginning of such creditor's  holding  period  ("accrued
interest") (see "Accrued  Interest on Senior and Subordinated Note Claims,"
below), holders of Class CAI-5 and Class CAI-6 Claims should allocate their
respective basis in such Claims  as  follows:   in  the case of Senior Note
Claims, (x) decrease such basis by the amount of Cash  received (other than
the  amount  of Cash attributable to accrued interest), (y)  increase  such
basis by the amount  of  gain,  if any, to be recognized as described below
and (z) allocate such basis as adjusted  among the New Senior Notes and New
Common Stock based on the relative fair market  value  of  such  securities
and,  in the case of Subordinated Note Claims, allocate such basis  to  the
New Common  Stock,  and (iii) holders of Class CAI-5 and Class CAI-6 Claims
should have tax holding  periods  for  the  New Senior Notes and New Common
Stock  received in exchange for their Claims (except  to  the  extent  such
securities  are  attributable  to  accrued  interest)  that  include  their
respective  tax  holding  periods  for  such  Claims.  As discussed in "Tax
Classification of New Senior Notes," above, although the matter is not free
from doubt, CAI intends to treat the New Senior  Notes  as debt rather than
equity  for  federal income tax purposes.  Accordingly, holders  of  Senior
Notes Claims generally  would  recognize  gain with respect to the exchange
equal to the lesser of (X) their realized   gain on the exchange (i.e., the
sum of the Cash received plus the fair market value of the New Common Stock
received plus the issue price of the New Senior  Notes  received (except to
the  extent such Cash or securities are attributable to accrued  interest),
less the holder's tax basis in such Claims) or (Y) the fair market value of
the amount  by  which  the principal amount of the New Senior Notes exceeds
the principal amount of  the  exchanged Senior Notes plus the Cash received
(except to the extent such Cash  or  securities are attributable to accrued
interest).

(b)     Accrued Interest on Senior and Subordinated Note Claims

As discussed above, the manner in which  consideration  is  to be allocated
between accrued unpaid interest and principal of the Senior Note Claims and
Subordinated  Note Claims for federal income tax purposes is unclear  under
present law.  Although there can be no assurance with respect to the issue,
CAI intends to  take  the  position  that  no  portion of the consideration
distributed to holders of Class CAI-5 Claims or Class CAI-6 Claims pursuant
to the Plan is allocable to accrued and unpaid interest  on the Senior Note
Claims or the Subordinated Note Claims.  See Section XIII.A.3  --  "Federal
Income  Tax  Consequences to the Companies -- Deduction of Accrued Interest
and Original Issue Discount by CAI," above.

A holder of a  Class  CAI-5 or CAI-6 Claim (a "Note Claim") that previously
included in income accrued  but  unpaid  interest  attributable to its Note
Claim should recognize an ordinary loss to the extent  that such previously
included accrued interest exceeds the amount of consideration  received  by
the  holder that is attributable to accrued interest for federal income tax
purposes.   To  the  extent  a  holder  of  a Note Claim did not previously
include  in income accrued but unpaid interest  attributable  to  its  Note
Claim, any  portion  of  the  consideration  received  that is allocable to
accrued  but  unpaid  interest  should  be  recognized as ordinary  income,
regardless of whether the holder realizes an  overall gain or loss upon the
surrender of its Claim or whether such gain or  loss  is recognized.  Based
on  CAI's  position that no portion of the consideration  is  allocable  to
accrued and  unpaid  interest  on the Note Claims, no such income inclusion
should be required.

Notwithstanding the general discussion  above,  the  basis of a holder of a
Note Claim in New Senior Notes or New Common Stock, as  the  case  may  be,
treated as received in satisfaction of accrued interest on the Note Claims,
if  any,  should  be  equal  to  the  amount  of interest income treated as
satisfied by the receipt of such instruments.   Additionally,  a creditor's
tax holding period in such stock or bonds, as the case may be, should begin
on  the  day  following  the  date on which it has a right to receive  such
securities.  To the extent a creditor  is treated as receiving stock or new
securities in exchange for accrued interest on its Claim, absent an express
allocation,  it is unclear which of the New  Common  Stock  or  New  Senior
Notes, as the  case may be, would be treated as satisfying any such accrued
interest.

(c)     Original Issue Discount on the New Senior Notes

The New Senior Notes  would  be  treated  as  issued  with  original  issue
discount  to the extent their "stated redemption price at maturity" exceeds
their "issue  price."   An instrument's stated redemption price at maturity
includes all payments required  to  be made over the term of the instrument
other than payments of "qualified stated  interest"  (defined  generally as
interest  that  is unconditionally payable in cash or property (other  than
debt instruments  of  the  issuer) at least annually at a single fixed rate
that  appropriately  takes into  account  the  length  of  periods  between
payments).  No payments  on  the New Senior Notes will constitute qualified
stated interest.  Accordingly, all interest on the New Senior Notes will be
accounted  for  under  the  original  issue  discount  rules.   The  stated
redemption price at maturity  of  the  New  Senior Notes should equal their
stated principal amount.

The determination of the "issue price" of the  New  Senior Notes depends on
whether either the Senior Note Claims or the New Senior  Notes  are "traded
on  an  established  securities market" for purposes of the original  issue
discount rules.  Although  the  matter is not free from doubt, CAI believes
that  the  issue  price of the New Senior  Notes  would  be  determined  by
reference to the rules  applicable to debt that is traded on an established
securities market or is issued  in  exchange  for  property  traded  on  an
established  securities  market.   Accordingly,  the issue price of the New
Senior  Notes  generally  would  be  their  fair market  value  immediately
following their issuance.

A holder of New Senior Notes would be required  to  include  such  original
issue  discount  in taxable income as it accrues using a constant yield  to
maturity method, by allocating to each day during the taxable year in which
the holder holds the  New  Senior  Discount  Note a pro rata portion of the
original issue discount on such debt instrument  which  is  attributable to
the  "accrual  period"  in which such day is included.  The amount  of  the
original issue discount which  is  attributable to each full accrual period
will be the product of the "adjusted  issue price" at the beginning of such
accrual  period  multiplied  by  the  "yield   to  maturity"  of  the  debt
instrument.   The  adjusted  issue  price  is the issue  price  of  a  debt
instrument increased by the accrued original  issue  discount for all prior
accrual  periods  and decreased by certain payments (other  than  qualified
stated interest) made  by  the issuer to the holder.  The yield to maturity
is the discount rate, which  when  applied  to  all  payments  (other  than
qualified  stated  interest)  under  a debt instrument results in a present
value equal to the issue price.  As a  consequence,  a holder of New Senior
Notes  generally would be required to include  amounts  of  original  issue
discount  in  its  taxable  income  in  advance  of  the  receipt  of  cash
attributable thereto.

(d)     Bond Premium on New Senior Notes

In  general,  if the tax basis of New Senior Notes in the hands of a holder
of a Senior Note  Claim  exceeds the stated redemption price at maturity of
such New Senior Notes, the New Senior Notes will be considered to be issued
with "bond premium."  To amortize  bond  premium,  the  holder must make an
election  that  applies  to  all debt instruments it holds or  subsequently
acquires.  A holder that elects  to  amortize  bond premium must reduce its
tax  basis  in  the New Senior Notes by an amount equal  to  the  amortized
premium.  Additionally,  a  holder  that  has a tax basis in its New Senior
Notes in excess of the issue price of such  Notes  should  be  permitted to
reduce  its original issue discount income with respect to such Notes  each
accrual period  by  such  excess  at  the  rate at which the original issue
discount would be included in income.  Holders of Senior Note claims having
a  relatively high basis in their Senior Note  Claims  should  be  able  to
offset  a  substantial portion of their original issue discount income with
respect to the New Senior Notes by amortizing this premium.

(e)     Market Discount

The Tax Code  generally  requires  holders of debt instruments with "market
discount," (generally, the amount by  which  the "revised issue price" of a
debt  instrument (i.e., the sum of its issue price  plus  accrued  original
issue discount)  exceeds  the  holder's  adjusted  tax  basis  in such debt
instrument),  to  treat  as  ordinary  income  any  gain  realized  on  the
disposition  of  such debt instruments to the extent of the market discount
accrued during the  holder's period of ownership.  An exception is made for
certain tax-free exchanges,  such as the consummation of the Plan.  In such
cases, however, on a subsequent  disposition  of  the  stock  or securities
received  in such nonrecognition transactions, gain is treated as  ordinary
income to the  extent of any market discount accrued prior to (with respect
to the old debt  instruments)  and  after  (with  respect  to  the new debt
instruments) the nontaxable exchange.  Holders should consult their own tax
advisors  as to the potential application of the market discount  rules  to
them in light  of  their  individual circumstances, and the advisability of
making an election to accrue market discount on a current basis.

(f)     Treatment of Distributions  and  Constructive  Distributions if New
Senior Notes are Characterized as Equity

If,  contrary  to CAI's intended reporting position, the New  Senior  Notes
were treated as  equity for tax purposes, distributions, if any, on the New
Senior Notes prior  to  maturity generally would be treated as dividends to
the  extent of Reorganized  CAI's  current  and  accumulated  earnings  and
profits, then as non-taxable returns of capital to the extent of a holder's
tax basis,  and  then as capital gains to the extent distributions exceed a
holder's basis.  In  addition,  if  the  New  Senior  Notes were treated as
equity, it is likely that the constructive dividend rules of Section 305 of
the Tax Code would apply.  In general, Section 305 of the Tax Code requires
that  a  holder  of  preferred  stock  accrue  the difference  between  the
redemption price and the issue price of such stock  as  dividend  income to
the  extent  of  the  available  earnings  and  profits  of the issuer on a
constant  yield  to  maturity basis similar to the original issue  discount
methodology discussed above.  In general, the issue price of the New Senior
Notes, if they are treated  as  equity, would be their fair market value on
the date of issuance, and their redemption  price  would  be  the principal
amount.  The difference between these two amounts would be accrued  into  a
holder's income (to the extent of Reorganized CAI's current and accumulated
earnings  and  profits)  over  the New Senior Notes' six-year term at their
yield to maturity calculated for  this  purpose.  Because CAI presently has
no accumulated earnings and profits for tax  purposes, holders would not be
required  to  include  any  dividend  income  except  to  the  extent  that
Reorganized CAI has earnings and profits in future taxable years (including
earnings  and  profits attributable to discharge  of  indebtedness  on  the
Consummation Date  or  the  disposition  of  assets  on  or  prior  to  the
Consummation  Date).   To the extent Reorganized CAI does not have earnings
and profits for tax purposes  in  future  taxable years, holders should not
recognize constructive dividend income.

(g)     Sale, Exchange or Redemption of New  Common  Stock  and  New Senior
Notes

The sale or exchange of New Common Stock generally should result in capital
gain  or  loss equal to the difference between the amount realized and  the
holder's  tax   basis  in  such  New  Common  Stock.   Depending  upon  the
circumstances, a  redemption  by  Reorganized  CAI  of New Common Stock may
result  in  capital gain or loss to the holder of such  stock,  or  may  be
treated as a  dividend,  generally taxable as ordinary income to the holder
to the extent of Reorganized  CAI's earnings and profits at the time of the
redemption.

In general, subject to the market discount rules discussed above, the sale,
exchange or redemption of the New Senior Notes would result in capital gain
or  loss  equal to the difference  between  the  amount  realized  and  the
holder's tax basis in such New Senior Notes.

If, contrary to CAI's intended reporting position, the New Senior Notes are
classified  as  equity,  the  sale  or  exchange  of  the  New Senior Notes
generally  should  result  in capital gain or loss equal to the  difference
between the amount realized  and  the holder's tax basis in such New Senior
Notes.  Depending upon the circumstances,  a  redemption by Reorganized CAI
of New Senior Notes may result in capital gain  or  loss  to  the holder of
such notes, or may be treated as a dividend, generally taxable  as ordinary
income  to  the  holder  to  the  extent of Reorganized CAI's earnings  and
profits at the time of the redemption.


        XIV.  FEASIBILITY OF THE PLAN  AND  THE BEST INTERESTS OF CREDITORS
TEST

A.  Feasibility Of The Plan

In connection with confirmation of the Plan,  Section  1129(a)(11) requires
that the Bankruptcy Court find that confirmation of the  Plan is not likely
to  be  followed  by  the  liquidation  or  the need for further  financial
reorganization of the Companies.  This is the so-called "feasibility" test.
To support their belief in the feasibility of the Plan, the Companies, with
the  assistance  of  their  financial  advisors,  have  prepared  financial
projections (the "Projections") of the Companies' through  the  fiscal year
ending  March  31,  2008,  as  set  forth  in  Exhibit E to this Disclosure
Statement.

The  Projections  indicate  that  the  Reorganized  Companies  should  have
sufficient cash flow to make the payments required under  the  Plan  on the
Consummation Date and to repay and service debt obligations and to maintain
operations  on  a  going-forward  basis as CAI seeks to attract a Strategic
Partner.  Accordingly, the Companies  believe  that  the Plan complies with
the standard of Section 1129(a)(11) of the Bankruptcy  Code.   As  noted in
the Projections, however, the Companies caution that no representations can
be  made  as  to  the  accuracy of the Projections or as to the Reorganized
Companies'  ability  to  achieve   the  projected  results.   Many  of  the
assumptions  upon  which  the  Projections   are   based   are  subject  to
uncertainties  outside  the  control  of  the  Companies.  Some assumptions
inevitably  will  not materialize, and events and  circumstances  occurring
after the date on which the Projections were prepared may be different from
those  assumed or may  be  unanticipated,  and  may  adversely  affect  the
Companies'  financial  results.   As discussed elsewhere in this Disclosure
Statement, the Companies have experienced  difficulty  in  (a)  maintaining
liquidity,  (b)  raising  sufficient  funds  to  maintain the level capital
expenditure  necessary to expand their businesses,  and  (c)  attracting  a
Strategic Investor or Strategic Partner, in large part due to CAI's current
capital structure,  but  also  due  to  actual or perceived problems in the
wireless cable industry in general.  Therefore, the actual results may vary
from the projected results and the variations  may be material and adverse.
See Section X.I -- "Certain Factors To Be Considered"  for  a discussion of
certain risk factors that could affect financial feasibility of the Plan.

THE  PROJECTIONS WERE NOT PREPARED WITH A VIEW TOWARD COMPLIANCE  WITH  THE
GUIDELINES  ESTABLISHED  BY  THE  AMERICAN  INSTITUTE  OF  CERTIFIED PUBLIC
ACCOUNTANTS  OR  THE  RULES AND REGULATIONS OF THE SECURITIES AND  EXCHANGE
COMMISSION REGARDING PROJECTIONS.  FURTHERMORE,  THE  PROJECTIONS  HAVE NOT
BEEN AUDITED BY THE COMPANIES' INDEPENDENT CERTIFIED ACCOUNTANTS.  ALTHOUGH
PRESENTED  WITH  NUMERICAL  SPECIFICITY,  THE PROJECTIONS ARE BASED UPON  A
VARIETY OF ASSUMPTIONS, SOME OF WHICH HAVE  NOT  BEEN  ACHIEVED TO DATE AND
MAY NOT BE REALIZED IN THE FUTURE, AND ARE SUBJECT TO SIGNIFICANT BUSINESS,
LITIGATION, ECONOMIC, AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES, MANY
OF  WHICH  ARE  BEYOND  THE  CONTROL  OF THE COMPANIES.  CONSEQUENTLY,  THE
PROJECTIONS SHOULD NOT BE REGARDED AS A  REPRESENTATION  OR WARRANTY BY THE
COMPANIES,  OR  ANY  OTHER PERSON, THAT THE PROJECTIONS WILL  BE  REALIZED.
ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE PRESENTED IN THE PROJECTIONS.

B.  Best Interests Test

Even if the Plan is accepted  by  each class of holders of Impaired Claims,
the Bankruptcy Code requires that the  Bankruptcy  Court find that the Plan
is in the best interests of all holders of Claims that  are Impaired by the
Plan and that have not accepted the Plan.  The "best interests"  test,  set
forth in Section 1129(a)(7) of the Bankruptcy Code, requires the Bankruptcy
Court  to  find either that all members of an impaired class of claims have
accepted the  plan  or  that  the  plan  will  provide a member who has not
accepted  the  plan  with a recovery of property of  a  value,  as  of  the
effective date of the  plan,  that  is  not  less than the amount that such
holder would receive or retain if the debtor were  liquidated under Chapter
7 of the Bankruptcy Code on such date.

To calculate the probable distribution to members of each impaired class of
holders  of  claims  if  a  debtor  were liquidated under  Chapter  7,  the
Bankruptcy Court must first determine  the  aggregate  dollar  amount  that
would  be  generated  from  the debtor's assets if its Chapter 11 case were
converted to a Chapter 7 case  under the Bankruptcy Code. This "liquidation
value" would consist primarily of  the  proceeds  from a forced sale of the
debtor's assets by a Chapter 7 trustee.

The amount of liquidation value available to holders  of  Unsecured  Claims
against  the  Companies  would  be reduced by, first, the claims of Secured
Creditors (to the extent of the value  of their collateral), and second, by
the costs and expenses of liquidation, as  well  as by other administrative
expenses  and costs of both the Chapter 7 case and  the  Chapter  11  Case.
Costs of a  liquidation  of the Companies under Chapter 7 of the Bankruptcy
Code would include the compensation  of  a Chapter 7 trustee, as well as of
counsel and other professionals retained by  the trustee, asset disposition
expenses, all unpaid expenses incurred by the  Companies  in the Chapter 11
Case   (such   as  compensation  of  attorneys,  financial  advisors,   and
accountants) that  are allowed in the Chapter 7 case, litigation costs, and
claims arising from  the operations of the Companies during the pendency of
the Chapter 11 Case.  The liquidation itself would trigger certain priority
payments that otherwise  would  be  due in the ordinary course of business.
Those priority claims would be paid in  full  from the liquidation proceeds
before the balance would be made available to pay  Unsecured  Claims  or to
make  any  distribution  in  respect  of Equity Interests.  The liquidation
would also prompt the rejection of executory contracts and unexpired leases
and thereby create a significantly greater amount of Unsecured Claims.

In a Chapter 7 liquidation, no junior class  of  claims  may be paid unless
all  classes  of  claims  senior  to  such junior class are paid  in  full.
Section  510(a)  of  the  Bankruptcy  Code  provides   that   subordination
agreements  are  enforceable  in a bankruptcy case to the same extent  that
such  subordination is enforceable  under  applicable  non-bankruptcy  law.
Therefore, no class of claims that is contractually subordinated to another
class would  receive any payment on account of its claims, unless and until
such senior class were paid in full.

Once the Bankruptcy  Court  ascertains the recoveries in liquidation of the
Companies' Secured and Priority  Creditors,  it  would  then  determine the
probable  distribution to Unsecured Creditors from the remaining  available
proceeds of  the  liquidation.   If  this probable distribution has a value
greater than the distributions to be received  by  the  Unsecured Creditors
under the Plan, then the Plan is not in the best interests of creditors and
cannot be confirmed by the Bankruptcy Court.  As shown in  the  Liquidation
Analysis  annexed  hereto  as  Exhibit  D, the Companies believe that  each
member of each Class of Impaired Claims will  receive  at least as much, if
not  more,  under  the  Plan  as  they would receive if the Companies  were
liquidated.   With respect to holders  of  Class  CAI-8  Equity  Securities
Interests, who will neither receive nor retain any property under the Plan,
CAI believes that  each member of the Class similarly would receive nothing
on  account  of  its  Interests   in  a  Chapter  7  liquidation.   Because
liquidation would not yield more for  such Interest holders, the Plan meets
the requirements of Section 1129(a)(7) as to Interest holders as well.

C.  Liquidation Analysis

As noted above, the Companies believe that  under  the  Plan all holders of
Impaired Claims and Impaired Interests will receive property  with  a value
not  less than the value such holder would receive in a liquidation of  the
Companies under Chapter 7 of the Bankruptcy Code.  The Companies' belief is
based  primarily  on  (i)  extensive  consideration  of  the effects that a
Chapter  7  liquidation would have on the ultimate proceeds  available  for
distribution  to  Creditors,  including,  but  not  limited  to,   (a)  the
increased  costs and expenses of a liquidation under Chapter 7 arising from
fees payable  to  a  Chapter  7  trustee  and  professional advisors to the
trustee, (b) the erosion in value of assets in a  Chapter  7  case  in  the
context  of  the rapid liquidation required under Chapter 7 and the "forced
sale" atmosphere  that  would  prevail,  (c)  the  adverse  effects  on the
Companies'  businesses as a result of the likely departure of key employees
and the probable  loss  of  subscribers,  (d)  the substantial increases in
claims, such as estimated contingent claims, which  would be satisfied on a
priority basis or on parity with the Creditors of the  Chapter 11 Case, (e)
the reduction of value associated with a Chapter 7 trustee's  operation  of
the  Companies'  businesses, and (f) the substantial delay in distributions
to the Companies'  Creditors  that  would  likely  ensue  in  a  Chapter  7
liquidation  and  (ii)  the  liquidation analysis prepared by the Companies
with the assistance of BT Alex.  Brown,  their financial advisors, which is
annexed  to  this  Disclosure  Statement  as Exhibit  D  (the  "Liquidation
Analysis").

The Companies believe that any liquidation analysis is speculative, as such
an analysis necessarily is premised on assumptions  and estimates which are
inherently subject to significant uncertainties and contingencies,  many of
which would be beyond the control of the Companies.  Thus, there can  be no
assurance  as  to  values  that  would  actually be realized in a Chapter 7
liquidation, nor can there be any assurance  that  a Bankruptcy Court would
accept the Companies' conclusions or concur with such assumptions in making
its determinations under Section 1129(a)(7) of the Bankruptcy Code.

For example, the Liquidation Analysis necessarily contains  an  estimate of
the  amount  of  Claims which will ultimately become Allowed Claims.   This
estimate is based  solely  upon  the  Companies'  review of their books and
records and the Companies' estimates as to additional  Claims  that  may be
filed  in  the  Chapter  11  Case  or  that  would  arise in the event of a
conversion of the case from Chapter 11 to Chapter 7.   No  order or finding
has been entered by the Bankruptcy Court estimating or otherwise fixing the
amount of Claims at the projected amounts of Allowed Claims  set  forth  in
the  Liquidation  Analysis.   In  preparing  the  Liquidation Analysis, the
Companies have projected an amount of Allowed Claims  that  is at the lower
end of a range of reasonableness such that, for purposes of the Liquidation
Analysis, the largest possible liquidation dividend to holders  of  Allowed
Claims  can be assessed.  The estimate of the amount of Allowed Claims  set
forth in  the  Liquidation  Analysis  should not be relied on for any other
purpose, including, without limitation,  any  determination of the value of
any distribution to be made on account of Allowed Claims under the Plan.

To the extent that confirmation of the Plan requires  the  establishment of
amounts  for  the  Chapter  7  liquidation  value  of the Companies,  funds
available to pay Claims, and the reorganization value of the Companies, the
Bankruptcy Court will determine those amounts at the  Confirmation Hearing.
Accordingly,  the  annexed  Liquidation  Analysis  is  provided  solely  to
disclose to holders the effects of a hypothetical Chapter  7 liquidation of
the Companies, subject to the assumptions set forth therein.

D.  Valuation Of Reorganized CAI

In  conjunction  with  formulating  the  Plan, CAI determined that  it  was
necessary to estimate a post-confirmation  going  concern  enterprise value
for the reorganized Companies.  Accordingly, CAI directed BT Alex. Brown to
prepare such a valuation.

1.  Valuation Overview

THE  ESTIMATES OF ENTERPRISE VALUE SET FORTH HEREIN REPRESENT  HYPOTHETICAL
REORGANIZATION ENTERPRISE VALUES THAT WERE DEVELOPED SOLELY FOR THE PURPOSE
OF  THE  PLAN.   SUCH  ESTIMATES  REFLECT  COMPUTATIONS  OF  THE  ESTIMATED
ENTERPRISE  VALUE  OF  REORGANIZED  CAI  THROUGH THE APPLICATION OF VARIOUS
GENERALLY ACCEPTED VALUATION TECHNIQUES AND  DO  NOT  REFLECT OR CONSTITUTE
APPRAISALS OF THE ASSETS OF THE COMPANY OR THE ACTUAL MARKET  VALUE  OF THE
COMPANY.   BECAUSE  SUCH  ESTIMATES  ARE  INHERENTLY UNCERTAIN, NEITHER THE
COMPANY, NOR BT ALEX. BROWN ASSUMES RESPONSIBILITY  FOR THEIR ACCURACY.  IN
ADDITION,  BT  ALEX.  BROWN  DID  NOT  INDEPENDENTLY VERIFY  THE  COMPANY=S
PROJECTIONS  IN  CONNECTION  WITH  THE  VALUATION,   AND   NO   INDEPENDENT
EVALUATIONS  OR APPRAISALS OF THE COMPANY=S ASSETS WERE SOUGHT OR  OBTAINED
THEREWITH.

In preparing its analysis, BT Alex. Brown, among other things: (a) reviewed
certain financial  statements  of CAI for recent years and interim periods;
(b) reviewed certain internal financial and operating data prepared by CAI;
(c)  considered the financial projections,  and  reviewed  the  assumptions
underlying the financial projections prepared by the management of CAI; (d)
prepared  a  discounted cash flow analysis for the business of CAI based on
such financial projections; (e) reviewed certain financial and stock market
information of  certain  publicly  traded companies that BT Alex. Brown and
management of CAI believe are in businesses  reasonably  comparable  to the
business of CAI; (f) considered the financial terms, to the extent publicly
available,  of  certain  historical  acquisitions  of companies and systems
whose businesses are believed to be reasonably comparable  to  that of CAI;
(g)  considered certain economic and industry information relevant  to  the
business  of CAI; (h) discussed the current operations and prospects of the
business with  the  management  of  CAI;  (i)  reviewed  various  documents
relating  to  the  Plan,  including,  but  not  limited  to, the Disclosure
Statement; and (j) made such other analyses and examinations  as  BT  Alex.
Brown deemed necessary or appropriate.

2.  Methodology

In preparing its valuation, BT Alex. Brown performed a variety of analyses,
and considered a variety of factors.  The material analyses and factors are
described  below.   The  following  summary  of  such  analyses and factors
considered does not purport to be a complete description  of  the  analyses
and factors considered.

In  arriving  at its conclusions, BT Alex. Brown placed various weights  on
each of the analyses  or factors considered by it, and made judgments as to
the significance and relevance of each analysis and factor.  BT Alex. Brown
did not consider any one  analysis  or factor to the exclusion of any other
analysis  or  factor.   Accordingly,  BT  Alex.  Brown  believes  that  its
valuations must be considered as a whole and that selecting portions of its
analyses, without considering all such  analyses, could create a misleading
or  incomplete  view of the processes underlying  the  preparation  of  its
findings and conclusions.  In its analyses, BT Alex. Brown necessarily made
numerous assumptions  with  respect  to  CAI, industry performance, general
business, regulatory, economic, market and  financial  conditions and other
matters,  many  of  which are beyond CAI'S control.  In addition,  analyses
relating to the value  of  businesses  or  securities  do not purport to be
appraisals  or to reflect the prices at which such business  or  securities
will actually trade.

BT Alex. Brown  has  employed  a  variety  of  generally accepted valuation
techniques  in  estimating CAI'S enterprise value.   The  total  enterprise
value consists of  both  the  debt  and  equity  of CAI.  The three primary
methodologies used in calculating the enterprise value  are: (1) comparable
public company analysis ("Comparables"); (2) discounted cash  flow analysis
("DCF"); and (3) comparable mergers and acquisitions analysis ("M&A").

(a)  Comparable Public Company Analysis

In  a comparable public company analysis, a company is valued by  comparing
it with  publicly-held  companies  in reasonably similar lines of business.
The subject company, together with the  comparable companies, may be viewed
as alternative investments available to the  prudent  investor.   The price
that   a   prudent   investor   is   willing  to  pay  for  each  company's
publicly-traded securities is related  to  the perceived future benefits of
ownership and the required rate of return on  the  investment.   The  price
also  reflects an implied market value of the total company (the enterprise
value).

After analyzing  CAI,  a universe of comparable companies was compiled from
various sources including conversations with management.  In this analysis,
the  following  five  (5)  comparable   companies   were  chosen:  American
Telecasting,  CS  Wireless  (publicly-held debt only), Heartland  Wireless,
People's  Choice TV, and Wireless  One.   It  is  frequently  difficult  to
identify companies  that  are  truly  comparable  to  the  subject company.
Publicly-held  corporations  differ  in  terms of markets, size,  financial
structure, organization and corporate strategies.   The selected comparable
companies include companies which utilize MMDS spectrum to provide wireless
cable service.

The  analytical  work  performed included, among other things,  a  detailed
multi-year financial comparison of each company's income statement, balance
sheet and cash flow.  Each  company's  performance, profitability, leverage
and  business trends also were examined.   Based  on  certain  analyses,  a
number  of  financial  multiples  and ratios were developed to measure each
company's  valuation  and relative performance.   Specifically,  the  total
enterprise value (defined  as  market  equity  value  plus market debt less
excess  cash)  for  each  company  was  compared  to  its respective  gross
line-of-sight households.

(b)  Discounted Cash Flow Analysis

Discounted cash flow is another method of valuing a company.  The DCF value
represents  the  present value of unlevered, after-tax cash  flows  to  all
providers of capital  using  a  discount  rate.   The  DCF valuation method
allows an expected operating strategy to be incorporated  into  a financial
projection model.  In essence, the DCF method entails estimating  the  free
cash  flow  available  to  debt and equity investors (i.e., the annual cash
flows generated by the business)  and  a  terminal value of the business at
the end of a time horizon and discounting these  flows  back to the present
using a discount rate to arrive at the present value of these  flows.   The
terminal  value  is  determined by assuming the sale of the business at the
end of the time horizon.

CAI's  projections,  as   shown   in  this  Disclosure  Statement,  reflect
significant  assumptions made by CAI's  management  concerning  anticipated
results.  The  assumptions and judgments used in the projections may or may
not prove to be  correct,  and  there  can  be  no assurance that projected
results are attainable or will be realized.  Actual future results may vary
significantly from the forecasts.  BT Alex. Brown  cannot and does not make
any  representations or warranties as to the accuracy  or  completeness  of
CAI's projections.

BT Alex.  Brown  performed  various  sensitivity  analyses to two principal
variables within the DCF methodology: (i) the discount  rate  and  (ii) the
exit  multiple  in  the  terminal  year.   These  sensitivity analyses were
performed,  and  all  the  resulting discounted cash flow  valuations  were
considered, in BT Alex. Brown's final DCF enterprise value conclusion.

(c)  Mergers & Acquisitions Analysis

The  comparable  mergers and acquisitions  analysis  is  another  generally
accepted methodology  for ascertaining a company's values.  When using this
approach, M&A multiples  are  calculated  based  upon  the  purchase  price
(including   any  debt  assumed  and  equity  purchased)  paid  to  acquire
businesses comparable  to  the  subject  company.  These multiples are then
applied to the subject company to determine  the  implied enterprise value.
Unlike  the  comparable  public  company analysis, the  valuation  in  this
methodology  includes a "control" premium,  and  thus,  generally  produces
higher valuations  than  the  comparables  methodology.   For  purposes  of
estimating the enterprise value of CAI, BT Alex. Brown used the transaction
values  of  a  selected  group  of  transactions.   As with the comparables
analysis,  since  no  acquisition used in any analysis is  identical  to  a
target  transaction,  valuation  conclusions  cannot  be  based  solely  on
quantitative results.   The  reasons for and circumstances surrounding each
acquisition transaction are specific  to  such  transaction  and  there are
inherent  differences  between the businesses, operations and prospects  of
each.   Therefore,  qualitative  judgments  must  be  made  concerning  the
differences between the  characteristics  of  these  transactions and other
factors and issues which could affect the price an acquiror  is  willing to
pay in an acquisition.

Utilizing publicly available information, BT Alex. Brown evaluated a series
of  transactions  involving companies in the wireless cable industry.   The
transactions considered  included  seven  (7) transactions between 1996 and
1997: BellSouth's acquisition of systems in  New Orleans, Atlanta and other
Georgia  markets, Miami and other Florida markets;  PCTV's  acquisition  of
systems in  Salt  Lake  City  and  other  Utah  markets;  and CS Wireless's
acquisition of a system in Kansas City. As in the Comparables  methodology,
total  enterprise value to gross line-of-sight households is the  preferred
valuation statistic.

3.  Valuation of Reorganized CAI

BT Alex. Brown has advised CAI that for purposes of the valuation expressed
below, BT  Alex.  Brown  assumed that, as of the Consummation Date: (i) the
proposed capitalization of  CAI  will  be  as  set  forth  in  the Plan and
Disclosure Statement; (ii) market, business and general economic conditions
will  be  similar  to  conditions  observed; (iii) the financial and  other
information furnished to BT Alex. Brown  by  CAI  and its professionals and
the publicly available information are accurate and  complete; and (iv) the
Plan is confirmed without material changes.  Based upon  its  analyses, the
assumptions  made,  matters  considered  and limits of review as set  forth
above, BT Alex. Brown has concluded that an  appropriate  estimate  for the
post-confirmation   going   concern   enterprise  value  of  CAI  would  be
approximately $293 million.


        XV.  ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN

The Companies believe that the Plan affords holders of Claims the potential
for the greatest realization on the Companies' assets and, therefore, is in
the best interests of such holders.  If, however, the Requisite Acceptances
are not received, or the Requisite Acceptances are received, the Chapter 11
Case  is  commenced,  and  the  Plan  is  not  subsequently  confirmed  and
consummated, the theoretical alternatives include:   (a)  commencement of a
"non-prepackaged" or "traditional" Chapter 11 case, (b) formulation  of  an
alternative  plan  or  plans  of  reorganization, or (c) liquidation of the
Companies under Chapter 7 or 11 of the Bankruptcy Code.



A.  Commencement Of A "Traditional" Chapter 11 Case

If the Requisite Acceptances are not  received,  the Companies nevertheless
could commence "traditional" Chapter 11 cases (for  themselves  and/or some
or  all of the Subsidiaries), in which circumstance they could continue  to
operate    their    businesses    and    manage   its   properties   as   a
debtor-in-possession, but would become subject to the numerous restrictions
imposed on debtors-in-possession by the Bankruptcy  Code.   It is not clear
whether  the  Companies  could  survive  as  going concerns in a protracted
Chapter 11 case.  They could have difficulty sustaining  operations  in the
face  of  the  high  costs,  erosion  of customer confidence, and liquidity
difficulties  that  could  well  result  if   they   remained   Chapter  11
debtors-in-possession  for  any  length of time.  Ultimately, the Companies
(or other parties in interest) could  propose another plan or liquidate the
Companies under Chapter 7 or Chapter 11 of the Bankruptcy Code.

B.  Alternative Plan(s)

If  the  Requisite Acceptances are not received  or  if  the  Plan  is  not
confirmed,  the Companies (or, if the Companies' exclusive periods in which
to file and solicit  acceptances of a reorganization plan have expired, any
other party-in-interest) could attempt to formulate and propose a different
plan or plans of reorganization.   Such  a  plan  or  plan(s) might involve
either a reorganization and continuation of the Companies' businesses or an
orderly liquidation of assets.

With  respect to an alternative plan, the Companies have  explored  various
other alternatives  in  connection  with  the extensive negotiation process
involved in the formulation and development  of  the  Plan.   The Companies
believe  that  the  Plan,  as  described  herein,  the  result of extensive
negotiations  between  the  Companies  and various creditor constituencies,
enables  Creditors  to  realize  the  greatest  possible  value  under  the
circumstances,  and,  that  as  compared  to   any   alternative   plan  of
reorganization,  the  Plan  has  the  greatest  chance  to be confirmed and
consummated.

C.  Liquidation Under Chapter 7 Or Chapter 11

If  no plan is confirmed, the Chapter 11 Case may be converted  to  a  case
under  Chapter  7 of the Bankruptcy Code, pursuant to which a trustee would
be elected or appointed to liquidate the Companies' assets for distribution
to creditors in accordance  with the priorities by the Bankruptcy Code.  It
is impossible to predict precisely  how  the  proceeds  of  the liquidation
would  be  distributed  to  the  respective  holders  of Claims against  or
Interests in the Companies.

The Companies believe that in liquidation under Chapter 7, before creditors
received any distribution, additional administrative expenses  involved  in
the  appointment  of  a  trustee or trustees and attorneys, accountants and
other professionals to assist  such  trustees  would  cause  a  substantial
diminution  in  the  value of the Companies' Estates.  The assets available
for distribution to creditors  would be reduced by such additional expenses
and by Claims, some of which would  be  entitled  to  priority, which would
arise  by reason of the liquidation and from the rejection  of  leases  and
other executory  contracts  in  connection with the cessation of operations
and  the  failure  to  realize  the greater  going  concern  value  of  the
Companies' assets.

The Companies could also be liquidated  pursuant  to  the  provisions  of a
Chapter  11 plan of reorganization.  In a liquidation under Chapter 11, the
Companies'  assets could be sold in an orderly fashion over a more extended
period of time  than  in a liquidation under Chapter 7.  Thus, a Chapter 11
liquidation  might  result  in  larger  recoveries  than  in  a  Chapter  7
liquidation, but the  delay  in distributions could result in lower present
values received and higher administrative  costs.  Because a trustee is not
required  in a Chapter 11 case, expenses for  professional  fees  could  be
lower than  in a Chapter 7 case, in which a trustee must be appointed.  Any
distribution  to  the holders of Claims under a Chapter 11 liquidation plan
probably would be delayed substantially.

Although preferable  to a Chapter 7 liquidation, the Companies believe that
any alternative liquidation  under  Chapter  11  is  a much less attractive
alternative  to  creditors  than  the Plan because the greater  return  the
Companies anticipate is provided by  the  Plan.  THE COMPANIES BELIEVE THAT
THE PLAN AFFORDS SUBSTANTIALLY GREATER BENEFITS  TO CREDITORS AND EMPLOYEES
THAN  WOULD  ANY  OTHER  REASONABLY  CONFIRMABLE  REORGANIZATION   PLAN  OR
LIQUIDATION UNDER ANY CHAPTER OF THE BANKRUPTCY CODE.

The  Liquidation  Analysis,  prepared by the Companies with their financial
advisors, is premised upon a liquidation in a Chapter 7 case and is annexed
to this Disclosure Statement as  Exhibit D.  In the analysis, the Companies
have taken into account the nature,  status,  and underlying value of their
assets, the ultimate realizable value of such assets,  and  the  extent  to
which the assets are subject to liens and security interests.

Based  on  CAI's  experience in the restructuring of business operations in
the several years prior  to the Petition Date and its experience in seeking
investors and merger partners,  CAI  has  not found a buyer ready, willing,
and  able  to  purchase  CAI  as a whole or even  to  purchase  significant
portions of CAI as an ongoing business.   Therefore, the likely form of any
liquidation  would  be  the  sale  of individual  assets.   Based  on  this
analysis, it is likely that a liquidation  of  the  Companies' assets would
produce less value for distribution to creditors than  that  recoverable in
each  instance  under  the  Plan.   In  the  opinion of the Companies,  the
recoveries  projected  to be available in liquidation  are  not  likely  to
afford holders of Claims as great a realization potential as does the Plan.


        XVI.  THE SOLICITATION; VOTING PROCEDURES

A.  Voting Deadline

The period during which Ballots and Master Ballots with respect to the Plan
will be accepted by the  Companies  (and may be withdrawn or revoked unless
the Bankruptcy Court issues an order  to  the  contrary)  will terminate at
5:00 p.m. (Eastern Time) on July 27, 1998, unless and until  the Companies,
in  their sole discretion, extend the date until which Ballots  and  Master
Ballots  will  be  accepted,  in  which  case  the Solicitation Period will
terminate at 5:00 p.m. (Eastern Time) on such extended date.  Except to the
extent the Companies so determine or as permitted  by the Bankruptcy Court,
Ballots or Master Ballots that are received after the  Voting Deadline will
not  be counted or otherwise used by the Companies in connection  with  the
Companies'   request  for  confirmation  of  the  Plan  (or  any  permitted
modification thereof).

The Companies reserve the absolute right, at any time or from time to time,
to extend, by  oral  or  written  notice to the Voting Agent, the period of
time (on a daily basis, if necessary) during which Ballots will be accepted
for any reason including, but not limited  to,  determining  whether or not
the   Requisite   Acceptances  have  been  received,  by  making  a  public
announcement of such  extension  no  later than 9:00 a.m. (Eastern Time) on
the  first Business Day next succeeding  the  previously  announced  Voting
Deadline.  Without limiting the manner in which the Companies may choose to
make any public announcement, the Companies will not have any obligation to
publish,  advertise, or otherwise communicate any such public announcement,
other than  by  issuing  a news release through the Dow Jones News Service.
There can be no assurance  that  the Companies will exercise their right to
extend  the Solicitation Period for  the  receipt  of  Ballots  and  Master
Ballots.

B.  Voting Procedures

Under  the  Bankruptcy  Code,  for  purposes  of  determining  whether  the
Requisite  Acceptances  have been received, only holders of Impaired Claims
who actually vote will be  counted.   The  failure of a holder to deliver a
duly executed Ballot will be deemed to constitute  an  abstention  by  such
holder with respect to voting on the Plan and such abstentions will not  be
counted as votes for or against the Plan.

The  Companies are providing copies of this Disclosure Statement (including
all Exhibits)  and  related  materials  and,  where appropriate, Ballots or
Master Ballots (in either case, a "Solicitation  Package"),  to  registered
holders  of  CAI's  Senior Notes and holders of the Companies' Subordinated
Notes.  Registered holders  may  include brokerage firms, commercial banks,
trust companies, or other Nominees.  If such entities do not hold for their
own  account,  they  should  provide copies  of  the  Solicitation  Package
(including, in the case of the  Senior  Notes,  the  appropriate Ballot) to
their customers and to beneficial owners of Senior Notes.   Any  beneficial
owner of Senior Notes who has not received a Ballot should contact  his/her
or its Nominee, or the Voting Agent.

You  should  provide  all  of  the information requested by the Ballots you
receive.  You should complete and  return  all  Ballots that you receive in
the return envelope provided with each such Ballot.

C.  Special Note For Holders of Senior Notes

The Voting Record Date for determining which holders  of  Senior  Notes are
entitled  to vote on the Plan is June 27, 1998.  The Indenture Trustee  for
the Senior  Notes  will  not  vote  on behalf of the holders of such notes.
Holders must submit their own Ballots.


1.  Beneficial Owners

(a)  A beneficial owner holding Senior  Notes  as  record holder in its own
name should vote on the Plan by completing and signing  the enclosed Ballot
and  returning  it  directly  to the Voting Agent on or before  the  Voting
Deadline using the enclosed self-addressed, postage-paid envelope.

(b)  A beneficial owner holding  Senior  Notes  in  "street name" through a
Nominee  may  vote  on  the Plan by one of the following  two  methods  (as
selected by such beneficial  owner's Nominee).  See Section XVI.C.2 -- "The
Solicitation; Voting Procedures -- Special Note for Holders of Senior Notes
- -- Nominees."

(i)  Complete and sign the enclosed  beneficial  owner  Ballot.  Return the
Ballot  to your Nominee as promptly as possible and in sufficient  time  to
allow such  Nominee to process the Ballot and return it to the Voting Agent
by the Voting  Deadline.   If  no self-addressed, postage-paid envelope was
enclosed for this purpose, contact the Voting Agent for instructions; or

(ii)   Complete  and sign the pre-validated  Ballot  (as  described  below)
provided to you by  your  Nominee.   Return the pre-validated Ballot to the
Voting Agent by the Voting Deadline using  the  return envelope provided in
the Solicitation Package.

Any Ballot returned to a Nominee by a beneficial  owner will not be counted
for  purposes  of acceptance or rejection of the Plan  until  such  Nominee
properly completes and delivers to the Voting Agent that Ballot or a Master
Ballot that reflects the vote of such beneficial owner.

If any beneficial  owner  owns  Senior Notes through more than one Nominee,
such beneficial owner may receive multiple mailings containing the Ballots.
The beneficial owner should execute  a  separate  Ballot  for each block of
Senior Notes that it holds through any particular Nominee and  return  each
Ballot to the respective Nominee in the return envelope provided therewith.
Beneficial owners who execute multiple Ballots with respect to Senior Notes
held  through  more than one Nominee must indicate on each Ballot the names
of ALL such other  Nominees and the additional amounts of such Senior Notes
so held and voted.   If  a  beneficial  owner holds a portion of the Senior
Notes  through  a  Nominee and another portion  as  a  record  holder,  the
beneficial owner should follow the procedures described in subparagraph (1)
(a) above to vote the  portion  held of record and the procedures described
in subparagraph (1) (b) above to vote the portion held through a Nominee or
Nominees.

2.  Nominees

A Nominee that on the Voting Record Date is the registered holder of Senior
Notes for a beneficial owner can  obtain the votes of the beneficial owners
of such Senior Notes, consistent with customary practices for obtaining the
votes of securities held in "street  name,"  in  one  of  the following two
ways:

(a)  Pre-Validated Ballots

The  Nominee  may "pre-validate" a Ballot by (i) signing the  Ballot;  (ii)
indicating on   the Ballot the name of the registered holder, the amount of
Senior Notes held  by the Nominee for the beneficial owner, and the account
numbers for the accounts  in  which  such  Senior  Notes  are  held  by the
Nominee;  and  (iii)  forwarding  such Ballot, together with the Disclosure
Statement, return envelope and other  materials  requested to be forwarded,
to  the  beneficial  owner  for  voting.  The beneficial  owner  must  then
complete the information requested in the Ballot; review the certifications
contained in the Ballot, and return the Ballot directly to the Voting Agent
in the pre-addressed, postage-paid  envelope  so that it is RECEIVED by the
Voting Agent before the Voting Deadline.  A list  of  the beneficial owners
to  whom  "pre-validated"  Ballots were delivered should be  maintained  by
Nominees for inspection for at least one year from the Voting Deadline; or

(b)  Master Ballots

If the Nominee elects not to  prevalidate  Ballots,  the Nominee may obtain
the votes of beneficial owners by forwarding to the beneficial  owners  the
unsigned Ballots, together with the Disclosure Statement, a return envelope
provided  by,  and addressed to, the Nominee, and other materials requested
to be forwarded.  Each such beneficial owner must then indicate his/ her or
its vote on the  Ballot,  complete the information requested in the Ballot,
review the certifications contained  in the Ballot, execute the Ballot, and
return  the  Ballot  to the Nominee.  After  collecting  the  Ballots,  the
Nominee should, in turn,  complete  a Master Ballot compiling the votes and
other information from the Ballot, execute  the  Master Ballot, and deliver
the Master Ballot to the Voting Agent so that it is  RECEIVED by the Voting
Agent  before  the  Voting  Deadline.  All Ballots returned  by  beneficial
owners should either be forwarded  to  the  Voting  Agent  (along  with the
Master Ballot) or retained by Nominees for inspection for at least one year
from the Voting Deadline.  EACH NOMINEE SHOULD ADVISE ITS BENEFICIAL OWNERS
TO  RETURN THEIR BALLOTS TO THE NOMINEE BY A DATE CALCULATED BY THE NOMINEE
TO ALLOW  IT TO PREPARE AND RETURN THE MASTER BALLOT TO THE VOTING AGENT SO
THAT IT IS RECEIVED BY THE VOTING AGENT BEFORE THE VOTING DEADLINE.

3.  Securities Clearing Agencies

The Companies expect that The Depository Trust Company, as a nominee holder
of Senior Notes,  will arrange for its participants to vote by executing an
omnibus proxy in favor  of  such  participants.  As a result of the omnibus
proxy, such participant will be authorized  to  vote its Voting Record Date
positions held in the name of such securities clearing agencies.

4.  Miscellaneous

For purposes of voting to accept or reject the Plan,  the beneficial owners
of  Senior  Notes  will  be  deemed  to  be  the  "holders"  of the  Claims
represented  by  such  Senior  Notes.   Unless  otherwise  ordered  by  the
Bankruptcy  Court,  Ballots  or  Master  Ballots that are signed, dated and
timely received, but on which a vote to accept  or  reject the Plan has not
been  indicated,  will  not  be  counted.   The Companies,  in  their  sole
discretion,  may  request that the Voting Agent  attempt  to  contact  such
voters to cure any such defects in the Ballots or Master Ballots.

Except as provided  below,  unless  the  Ballot  or Master Ballot is timely
submitted to the Voting Agent before the Voting Deadline  together with any
other  documents  required  by such Ballot or Master Ballot, the  Companies
may, in their sole discretion,  reject  such  Ballot  or  Master  Ballot as
invalid,  and  therefore  decline  to utilize it in connection with seeking
confirmation of the Plan.

In the event of a dispute with respect  to  any Senior Note Claim, any vote
to accept or reject the Plan cast with respect  to  such  Claim will not be
counted for purposes of determining whether the Plan has been  accepted  or
rejected, unless the Bankruptcy Court orders otherwise.

5.  Delivery of Senior Notes

CAI is not at this time requesting the delivery of, and neither CAI nor the
Voting Agent will accept, certificates representing any Senior Notes or any
Equity  Securities.   In  connection  with  the Consummation Date, CAI will
furnish all holders of Senior Notes with appropriate letters of transmittal
to  be used to remit their Senior Notes in exchange  for  the  distribution
under  the Plan.  Information regarding such remittance procedure (together
with all  appropriate  materials)  will  be  distributed  by  CAI after the
Confirmation Date.

D.  Fiduciaries And Other Representatives

If  a  Ballot  is  signed  by a trustee, executor, administrator, guardian,
attorney-in-fact,  officer  of  a  corporation,  or  another  acting  in  a
fiduciary or representative capacity,  such  person  should  indicate  such
capacity  when  signing  and, unless otherwise determined by the Companies,
must submit proper evidence  satisfactory  to the Companies of authority to
so act.  Authorized signatories should submit  the  separate Ballot of each
beneficial owner for whom they are voting.

UNLESS THE BALLOT OR MASTER BALLOT BEING FURNISHED IS  TIMELY  SUBMITTED TO
THE  VOTING AGENT ON OR PRIOR TO THE VOTING DEADLINE, SUCH BALLOT  WILL  BE
REJECTED  AS  INVALID AND WILL NOT BE COUNTED AS AN ACCEPTANCE OR REJECTION
OF THE PLAN; PROVIDED,  HOWEVER,  THE COMPANIES RESERVE THE RIGHT, IN THEIR
SOLE DISCRETION, TO REQUEST OF THE BANKRUPTCY COURT THAT ANY SUCH BALLOT OR
MASTER BALLOT BE COUNTED.  IN NO CASE  SHOULD  A BALLOT OR MASTER BALLOT BE
DELIVERED TO ANY ENTITY OTHER THAN THE VOTING AGENT,  AND IN NO CASE SHOULD
ANY  SENIOR NOTES BE DELIVERED TO THE COMPANIES OR ANY OF  THEIR  ADVISORS,
INCLUDING THE VOTING AGENT.


E.  Parties In Interest Entitled To Vote

Under  Section  1124 of the Bankruptcy Code, a class of claims or interests
is  deemed to be "impaired"  under  a  plan  unless  (i)  the  plan  leaves
unaltered  the legal, equitable, and contractual rights to which such claim
or interest  entitles  the holder thereof or (ii) notwithstanding any legal
right to an accelerated  payment  of such claim or interest, the plan cures
all existing defaults (other than defaults resulting from the occurrence of
events of bankruptcy) and reinstates the maturity of such claim or interest
as it existed before the default.

In general, a holder of a claim or interest may vote to accept or to reject
a plan if (i) the claim or interest  is  "allowed,"  which  means generally
that no party in interest has objected to such claim or interest,  and (ii)
the claim or interest is impaired by the Plan.  If, however, the holder  of
an  impaired  claim or interest will not receive or retain any distribution
under the plan  on  account  of such claim or interest, the Bankruptcy Code
deems such holder to have rejected  the  plan, and, accordingly, holders of
such claims and interests do not actually  vote on the Plan.  If a claim or
interest is not impaired by the Plan, the Bankruptcy  Code deems the holder
of  such  claim  or  interest  to have accepted the plan and,  accordingly,
holders of such claims and interests are not entitled to vote on the Plan.

A vote may be disregarded if the  Bankruptcy  Court determines, pursuant to
Section  1126(e)  of  the Bankruptcy Code, that it  was  not  solicited  or
procured  in good faith  or  in  accordance  with  the  provisions  of  the
Bankruptcy Code.

F.  Classes Impaired Under The Plan

The following  Classes  of  Claims  are  Impaired  under  the  Plan and are
entitled to vote on the Plan:  Class CAI-5 Senior Note Claims, Class  CAI-6
Subordinated Note Claims, and Class PCT-5 Subordinated Note Claims.

Class  CAI-7  Securities Claims and Class CAI-8 Equity Securities Interests
will not receive  or  retain any distribution or property under the Plan on
account of their Claims  or  Interests.   Accordingly,  they  are presumed,
under  Section 1126(g) of the Bankruptcy Code, to have rejected  the  Plan,
and they  are  therefore not entitled to vote to accept or reject the Plan.
All other Classes  of  Claims  and Interests are Unimpaired under the Plan,
are deemed, under Section 1126(f)  of the Bankruptcy Code, to have accepted
the Plan, and accordingly are not entitled  to vote to accept or reject the
Plan.  Acceptances of the Plan are being solicited only from those who hold
Claims  in  an  Impaired  Class  whose  members will  (or  may)  receive  a
distribution under the Plan.

G.  Agreements Upon Furnishing Ballots

The delivery of an accepting Ballot (or Master  Ballot) to the Voting Agent
by a holder of Senior Notes or Subordinated Notes  pursuant  to  one of the
procedures set forth above will constitute the agreement of such holder  to
accept  (i)  all of the terms of, and conditions to, this Solicitation; and
(ii) the terms  of  the  Plan;  provided,  however, all parties in interest
retain  their  right to object to confirmation  of  the  Plan  pursuant  to
Section 1128 of the Bankruptcy Code.

H.  Waivers Of Defects, Irregularities, Etc.

Unless otherwise  directed by the Bankruptcy Court, all questions as to the
validity, form, eligibility  (including  time  of receipt), acceptance, and
revocation or withdrawal of Ballots will be determined  by the Voting Agent
and  the  Companies in their sole discretion, which determination  will  be
final and binding.   As  indicated  below  under  "Withdrawal  of  Ballots;
Revocation,"  effective  withdrawals  of  Ballots  must be delivered to the
Voting  Agent  prior  to  the Voting Deadline.  The Companies  reserve  the
absolute  right  to contest the  validity  of  any  such  withdrawal.   The
Companies also reserve  the  right  to  reject  any  and all Ballots not in
proper form, the acceptance of which would, in the opinion of the Companies
or their counsel, be unlawful.  The Companies further  reserve the right to
waive  any defects or irregularities or conditions of delivery  as  to  any
particular  Ballot.   The  interpretation  (including  the  Ballot  and the
respective   instructions  thereto)  by  the  Companies,  unless  otherwise
directed by the Bankruptcy Court, will be final and binding on all parties.
Unless waived,  any defects or irregularities in connection with deliveries
of Ballots must be  cured  within  such  time  as  the  Companies  (or  the
Bankruptcy  Court)  determine.   Neither the Companies nor any other person
will be under any duty to provide notification of defects or irregularities
with respect to deliveries of Ballots  nor  will  any  of  them  incur  any
liabilities  for  failure  to  provide such notification.  Unless otherwise
directed by the Bankruptcy Court,  delivery  of  such  Ballots  will not be
deemed  to  have  been  made  until such irregularities have been cured  or
waived.  Ballots previously furnished  (and  as to which any irregularities
have not theretofore been cured or waived) will be invalidated.

I.  Withdrawal Of Ballots; Revocation

Any party who has delivered a valid Ballot for  the acceptance or rejection
of  the  Plan  may withdraw such acceptance or rejection  by  delivering  a
written notice of  withdrawal  to the Voting Agent at any time prior to the
Voting Deadline.  A notice of withdrawal, to be valid, must (i) contain the
description of the Claim(s) to which it relates and the aggregate principal
amount represented by such Claim(s),  (ii)  be  signed  by  the withdrawing
party  in  the same manner as the Ballot being withdrawn, (iii)  contain  a
certification  that  the  withdrawing party owns the Claim(s) and possesses
the right to withdraw the vote  sought to be withdrawn and (iv) be received
by the Voting Agent in a timely manner  at the address set forth in Section
XVI.J below.  Prior to the filing of the  Plan,  the  Companies  intend  to
consult  with  the  Voting  Agent  to  determine whether any withdrawals of
Ballots were received and whether the Requisite  Acceptances  of  the  Plan
have  been  received.  As stated above, the Companies expressly reserve the
absolute right to contest the validity of any such withdrawals of Ballots.

Unless otherwise  directed  by  the Bankruptcy Court, a purported notice of
withdrawal of Ballots which is not  received  in  a  timely  manner  by the
Voting Agent will not be effective to withdraw a previously cast Ballot.

Any  party  who  has  previously submitted to the Voting Agent prior to the
Voting Deadline a properly  completed  Ballot  may  revoke  such Ballot and
change  his  or  its  vote by submitting to the Voting Agent prior  to  the
Voting Deadline a subsequent  properly  completed  Ballot for acceptance or
rejection of the Plan.  In the case where more than  one  timely,  properly
completed  Ballot is received, only the Ballot which bears the latest  date
will  be  counted   for  purposes  of  determining  whether  the  Requisite
Acceptances have been received.

The Companies will pay  all  costs,  fees  and  expenses  relating  to  the
Solicitation, including, without limitation, customary mailing and handling
costs of Nominees.

J.  Further Information; Additional Copies

If  you  have any questions or require further information about the voting
procedure  for  voting  your  Claim  or  about  the  packet of material you
received,  or if you wish to obtain an additional copy  of  the  Plan,  the
Disclosure Statement,  or  any  exhibits  to  such  documents  (at your own
expense,  unless  otherwise  specifically  required  by  Fed. R. Bankr.  P.
3017(d)), please contact the Voting Agent:

CAI Wireless Systems, Inc.
c/o The Altman Group, Inc.
60 East 42nd Street
Suite 1241
New York, New York  10165
(212) 681-9600


        XVII.  FINANCIAL ADVISORS; VOTING AGENT; FEES AND EXPENSES

Pursuant  to  a  letter  agreement  dated  as  of  December  8,  1997   (as
subsequently  amended,  the  "Engagement Letter"), CAI has engaged BT Alex.
Brown to act as the Companies'  financial  advisor  in  connection with the
restructuring of certain of CAI's debt and equity securities, including the
Restructuring,  and  the  Plan.   The  Engagement Letter provides  for  the
payment of the following cash fees (the  "Fees")  to BT Alex. Brown:  (i) a
retainer fee of $150,000, which already has been paid;  (ii) $75,000 on the
8th of each month, beginning on January 8, 1998 and ending  on  the earlier
of  the  completion  of  the Restructuring (as that term is defined in  the
Engagement  Letter) or the  termination  of  BT  Alex.  Brown's  engagement
pursuant to Section  11  of  the  Engagement  Letter;  and  (iii)  a fee of
$2,750,000 (less any amounts paid under clauses (i) and (ii)) which will be
deemed  to have been earned upon the formal distribution of this Disclosure
Statement  to holders of Impaired Claims and will be payable in full on the
Consummation  Date  with  respect  to the Plan described in this Disclosure
Statement.  In addition to the foregoing  cash  Fees which, pursuant to the
Engagement Letter, will be classified as and have the status of Class CAI-3
General Unsecured Claims in the Chapter 11 Case,  BT  Alex.  Brown  will be
granted  options to purchase up to one half of one percent (2%) of the  New
Common Stock  to  be  issued  under  the  Plan at a price determined by the
20-day average price of the New Common Stock  after  the Consummation Date.
The Engagement Letter also provides that BT Alex. Brown  will  be  paid all
reasonable  out-of-pocket  expenses  incurred  by  it  under the Engagement
Letter  and BT Alex. Brown's counsel (if any) will be paid  all  reasonable
fees and  expenses  relating  to  the  services to BT Alex. Brown under the
Engagement Letter (collectively, the "Expenses").   In consideration of the
foregoing  payment  of  Fees  and Expenses, BT Alex. Brown  has  agreed  to
provide financial advice to the  Companies  at  no  additional  cost to the
Companies   for   the  six  (6)  month  period  immediately  following  the
commencement of the Chapter 11 Case.

The Engagement Letter also provides that if BT Alex. Brown 's engagement is
terminated for any  reason, BT Alex. Brown and its counsel (if any) will be
entitled  to receive all  Fees  and  Expenses  through  the  date  of  such
termination.   In  addition,  if  BT Alex. Brown's engagement is terminated
and, within six (6) months of the date  of  such  termination, CAI proceeds
with  a  Business Combination (as that term is defined  in  the  Engagement
Letter) with  an  acquiring  party  contacted  by  BT  Alex.  Brown and the
transaction is similar to any proposal submitted by BT Alex. Brown, then BT
Alex. Brown will be entitled to receive all the Fees it would have received
as financial advisor under the Engagement Letter.  CAI also has  agreed  to
indemnify  BT Alex. Brown with respect to its services under the Engagement
Letter, which  indemnification  will  survive termination of the Engagement
Letter.

CAI has agreed to pay reasonable out-of-pocket  expenses  of  MLGAF and the
Unofficial Noteholders' Committee and the reasonable fees, and  expenses of
their  financial  and  legal advisors.  MLGAF is represented by Shearman  &
Sterling, its legal advisor,  which  has  received a $100,000 retainer from
CAI.  The Unofficial Noteholders' Committee  is  represented  by  Stroock &
Stroock  &  Lavan  LLP,  its  legal advisor, to whom CAI has paid a $75,000
retainer, and Dabney Flanigan,  LLC, its financial advisor, to whom CAI has
paid $200,000 and will pay a monthly  fee  of $100,000 commencing in August
1998.

The Companies have retained The Altman Group,  Inc.  to serve as the Voting
Agent in connection with the Solicitation of votes to  accept or reject the
Plan.   The  Companies will pay the Voting Agent reasonable  and  customary
compensation for  its  services  in  connection with the Solicitation, plus
reimbursement  for  its reasonable out-of-pocket  disbursements.   Brokers,
dealers, commercial banks,  trust  companies  and  other  Nominees  will be
reimbursed  by CAI for customary mailing and handling expenses incurred  by
them in forwarding  materials to their customers, but will not otherwise be
compensated for their services.  The Companies also will pay any other fees
and expenses attributable to the Solicitation.




        XVIII.  RECOMMENDATION AND CONCLUSION

For  all  of the reasons  set  forth  in  this  Disclosure  Statement,  the
Companies believe  that  confirmation  and  consummation  of  the  Plan  is
preferable to all other alternatives.  Consequently, the Companies urge all
eligible  holders  of  Impaired  Claims  to vote to ACCEPT the Plan, and to
complete and return their ballots so that  they  will  be  RECEIVED  by the
Voting Agent on or before 5:00 p.m. Eastern Time on July 27, 1998.


Dated:  Albany, New York
June 30, 1998

CAI WIRELESS SYSTEMS, INC.,                     PHILADELPHIA CHOICE
  TELEVISION, INC.,







                                                     
By:       /s/ JARED E. ABBRUZZESE                       By:            /s/ JOHN J. PRISCO
Name:   Jared E. Abbruzzese                             Name:   John J. Prisco
Title:  Chief Executive Officer                         Title:  President



SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
Attorneys for CAI Wireless Systems, Inc. and
  Philadelphia Choice Television, Inc.



By:          /s/ J. GREGORY MILMOE

J. Gregory Milmoe
Carlene J. Gatting
Lawrence V. Gelber
919 Third Avenue
New York, New York 10022-3897
(212) 735-3000

          -and-

Gregg M. Galardi (I.D. #2991)
One Rodney Square
P.O. Box 636
Wilmington, Delaware 19899-0636
(302) 651-3000
























        EXHIBIT A

        TO

        DISCLOSURE STATEMENT WITH RESPECT TO JOINT
        REORGANIZATION PLAN OF CAI WIRELESS SYSTEMS, INC.
        AND PHILADELPHIA CHOICE TELEVISION, INC.


        JOINT REORGANIZATION PLAN OF CAI WIRELESS
        SYSTEMS, INC. AND PHILADELPHIA CHOICE TELEVISION, INC.




















                        UNITED STATES BANKRUPTCY COURT

                             DISTRICT OF DELAWARE

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - X
IN RE                                     :
                                          :     CHAPTER 11
CAI WIRELESS SYSTEMS, INC. AND :    CASE NOS. 98-__________
PHILADELPHIA CHOICE TELEVISION, INC., : AND 98-__________


                                          :     (JOINTLY ADMINISTERED)
                        DEBTORS.    :
                                          :
18 CORPORATE WOODS BOULEVARD        :     TAX ID NOS. 06-1324691
ALBANY, NEW YORK  12211       :     AND 23-2068653
  

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - X











                      JOINT REORGANIZATION PLAN OF CAI WIRELESS
               SYSTEMS, INC. AND PHILADELPHIA CHOICE TELEVISION, INC.



                                          SKADDEN, ARPS, SLATE, MEAGHER & FLOM
LLP
                                          J. Gregory Milmoe
                                          Carlene J. Gatting
                                          Lawrence V. Gelber
                                          919 Third Avenue
                                          New York, New York  10022-3897
                                          (212) 735-3000

                                                -and-

                                          Gregg M. Galardi (I.D.#2991)
                                          One Rodney Square
                                          P.O. Box 636
                                          Wilmington, Delaware  19899-0636

                                          Attorneys for CAI Wireless
                                            Systems, Inc. and Philadelphia
                                            Choice Television, Inc.


Dated: Albany, New York
      June 30, 1998

                                  TABLE OF CONTENTS

 PAGE



                                  TABLE OF EXHIBITS


EXHIBIT                       NAME

                  Amended CAI Certificate of Incorporation and By-laws

                  Amended PCT Certificate of Incorporation and By-laws

                  Subsidiaries of CAI Wireless Systems, Inc.

                  New Senior Notes Indenture

                  Description of New Common Stock

                  Description of Management Options

                  Key Employees of CAI

                  Management Option Plan Participants

                                    INTRODUCTION

      CAI  Wireless  Systems,  Inc. ("CAI") and Philadelphia Choice Television,
Inc. ("PCT" and, together with CAI, the "Debtors") hereby propose the following
joint reorganization plan (the "Plan")  for the resolution of their outstanding
creditor Claims and equity Interests.  Reference  is  made  to  the  Disclosure
Statement  (as  that  term  is  defined  herein), distributed contemporaneously
herewith,  for a discussion of the Debtors'  history,  businesses,  properties,
results of operations,  projections  for  future  operations,  risk  factors, a
summary  and  analysis of the Plan, and certain related matters, including  the
New Securities to be issued under the Plan and the distribution of the proceeds
of the sale to  Mid-Atlantic  Telcom  Plus,  d/b/a  OnePoint Communications, of
certain of PCT's MDU Assets, each of which is a central  feature  of  the Plan.
The Debtors are the proponents of this Plan within the meaning of Section  1129
of the Bankruptcy Code (as that term is defined herein).

      All holders of Claims and all holders of Interests are encouraged to read
this  Plan  and  the  Disclosure  Statement  in their entirety before voting to
accept or reject this Plan.  Subject to certain  restrictions  and requirements
set forth in Section 1127 of the Bankruptcy Code and Fed. R. Bankr. P. 3019 and
those restrictions on modifications set forth in the DIP Facility Agreement and
Article XI of this Plan, the Debtors reserve the right to alter, amend, modify,
revoke or withdraw this Plan prior to its substantial consummation.


                                      ARTICLE .

                        DEFINITIONS, RULES OF INTERPRETATION,
                               AND COMPUTATION OF TIME

A.  SCOPE OF DEFINITIONS; RULES OF CONSTRUCTION

      For  purposes  of this Plan, except as expressly provided or  unless  the
context otherwise requires,  all  capitalized terms not otherwise defined shall
have the meanings ascribed to them in Article I of this Plan.  Any term used in
this Plan that is not defined herein,  but is defined in the Bankruptcy Code or
the Bankruptcy Rules, shall have the meaning  ascribed  to  that  term  in  the
Bankruptcy  Code  or the Bankruptcy Rules.  Whenever the context requires, such
terms shall include  the  plural  as well as the singular number, the masculine
gender shall include the feminine,  and  the  feminine gender shall include the
masculine.

B.  DEFINITIONS

      .     "Administrative   Claim"  means  a  Claim   for   payment   of   an
administrative expense of a kind  specified  in Section 503(b) or 1114(e)(2) of
the Bankruptcy Code and entitled to priority pursuant  to  Section 507(a)(1) of
the Bankruptcy Code, including, but not limited to, (a) the  actual,  necessary
costs and expenses, incurred after the Petition Date, of preserving the Estates
and  operating  the  businesses  of the Debtors, including wages, salaries,  or
commissions for services rendered  after  the  commencement  of  the Chapter 11
Case,  (b)  Professional  Fees,  (c) all fees and charges assessed against  the
Estates under chapter 123 of title  28, United States Code, and (d) all Allowed
Claims that are entitled to be treated  as  Administrative Claims pursuant to a
Final Order of the Bankruptcy Court under Section 546(c)(2)(A)of the Bankruptcy
Code.

      .     "Affiliate"  means  CAI  or  any  corporation,   limited  liability
company, joint venture, or partnership in which CAI directly or indirectly owns
20% or more of the equity interest of such entity.


 .     "Allowed Claim" means a Claim or any portion thereof (a)  as  to which no
objection  to  allowance  or request for estimation has been interposed  on  or
before the Consummation Date  or the expiration of such other applicable period
of limitation fixed by the Bankruptcy Code, Bankruptcy Rules, or the Bankruptcy
Court, (b) as to which any objection  to its allowance has been settled, waived
through payment, or withdrawn, or has been  denied  by  a Final Order, (c) that
has  been  allowed  by  a  Final  Order, (d) as to which the liability  of  the
Debtors, or either of them, and the  amount  thereof  are  determined  by final
order of a court of competent jurisdiction other than the Bankruptcy Court,  or
(e)  that  is  expressly  allowed in a liquidated amount in the Plan; PROVIDED,
HOWEVER, that with respect to an Administrative Claim, "Allowed Claim" means an
Administrative Claim as to  which a timely request for payment has been made in
accordance with Article XIV.A.1  of  this  Plan  (if  such  written  request is
required)  or other Administrative Claim, in each case as to which the  Debtors
(1) have not  interposed  a  timely  objection  or (2) have interposed a timely
objection  and  such  objection has been settled, waived  through  payment,  or
withdrawn, or has been denied by a Final Order; PROVIDED FURTHER, HOWEVER, that
all Class CAI-1, CAI-2, CAI-3, CAI-4, PCT-1, PCT-2, PCT-3, and PCT-4 Claims, if
any, shall be treated for all purposes as if the Chapter 11 Case was not filed,
and the determination of  whether  any  such Claims shall be allowed and/or the
amount of any such Claims (as to which no  proof  of Claim need be filed) shall
be determined, resolved, or adjudicated, as the case  may  be, in the manner in
which  such Claim would have been determined, resolved, or adjudicated  if  the
Chapter 11 Case had not been commenced.

      .     "Allowed"  means,  when  used  in  reference to a Claim or Interest
within a particular Class, an Allowed Claim or Allowed  Interest  of  the  type
described in such Class.

      .     "Allowed  Class  .  .  .  Claim"  means  an  Allowed  Claim  in the
particular Class described.

      .     "Allowed  Class . . . Interest" means an Interest in the particular
Class described (a) that  has  been  allowed  by  a  Final Order, (b) for which
(i)  no  objection  to  its  allowance  has been filed within  the  periods  of
limitation fixed by the Bankruptcy Code or by any Final Order of the Bankruptcy
Court or (ii) any objection to its allowance  has been settled or withdrawn, or
(c) that is expressly allowed in the Plan.

      .     "Amended  CAI  Certificate  of  Incorporation  and  By-laws"  means
Reorganized CAI's certificate of incorporation  and by-laws in effect under the
laws of the State of Connecticut, as amended by the Plan.

      .     "Amended  PCT  Certificate  of  Incorporation  and  By-laws"  means
Reorganized PCT's certificate of incorporation  and by-laws in effect under the
laws of the State of Delaware, as amended by the Plan.

      .     "Ballots"  means  each  of the ballot forms  distributed  with  the
Disclosure  Statement to holders of Impaired  Claims  entitled  to  vote  under
Article II hereof  in  connection  with  the solicitation of acceptances of the
Plan.

      .     "Bankruptcy  Code" means the Bankruptcy  Reform  Act  of  1978,  as
codified in title 11 of the  United  States Code, 11 U.S.C. '' 101-1330, as now
in effect or hereafter amended.

      .     "Bankruptcy Court" means the United States Bankruptcy Court for the
District of Delaware or such other court  as  may  have  jurisdiction  over the
Chapter 11 Case.

      .     "Bankruptcy  Rules"  means,  collectively,  the  Federal  Rules  of
Bankruptcy Procedure and the Official Bankruptcy Forms, as amended, the Federal
Rules  of  Civil Procedure, as amended, as applicable to the Chapter 11 Case or
proceedings therein, and the Local Rules of the Bankruptcy Court, as applicable
to the Chapter 11 Case or proceedings therein, as the case may be.

      .     "Bar  Date(s)"  means  the  date(s),  if  any,  designated  by  the
Bankruptcy  Court  as  the  last  dates  for filing proofs of Claim against the
Debtors or either of them.

      .     "Bott" means George W. Bott.

      .     "Bott Affiliates" means, collectively, Bott and the Bott Trust.

      .     "Bott Collateral" means, collectively  (a)  the stock of Housatonic
Wireless, Inc. and Onteo Associates, Inc., each a Subsidiary, which CAI pledged
to  Bott,  and  the  channel  leases  described in the Guarantee  and  Security
Agreement, dated as of March 30, 1994, between Housatonic Wireless, Inc., Onteo
Associates, Inc. and Bott, in which CAI  granted  Bott  security  interests  or
liens,  all  to  secure CAI's obligations under the Bott Note; (b) the stock of
Niskayuna Associates, Inc., a Subsidiary,  which CAI pledged to the Bott Trust,
and the channel leases described in the Guarantee and Security Agreement, dated
as of March 30, 1994, between Niskayuna Associates, Inc. and the Bott Trust, in
which CAI granted  the  Bott  Trust  security interests or liens, all to secure
CAI's obligations under the 1994 Bott Trust Note; and (c) the stock of Chenango
Associates, Inc., a Subsidiary,  which  CAI pledged to the Bott Affiliates, and
the channel leases described in the Guarantee  and Security Agreement, dated as
of March 30, 1994, between Niskayuna Associates,  Inc.  and  the Bott Trust, in
which  CAI granted the Bott Trust security interests or liens,  all  to  secure
CAI's obligations under the 1996 Bott Trust Note, to the extent that, as of the
Consummation  Date, such stock remains pledged to the respective Bott Affiliate
and such channel  leases  remain encumbered by valid, enforceable and perfected
security interests or liens  of the respective Bott Affiliate in CAI's Estate's
interest in such channel leases  that  are  not  avoidable under the Bankruptcy
Code or applicable nonbankruptcy law.

      .     "Bott  Notes" means, collectively the (a)  promissory  note,  dated
March 30, 1994 (the  "Bott  Note"), between CAI, as maker, and Bott, as holder,
(b) promissory note, dated March 30, 1994 (the "1994 Bott Trust Note"), between
CAI, as maker, and the Bott Trust,  as  holder,  and (c) promissory note, dated
January 12, 1996 (the "1996 Bott Trust Note"), between  CAI,  as maker, and the
Bott Trust, as holder, and all agreements and other documents relating  to  the
foregoing.

      .     "Bott  Trust"  means  The Bott Family Trust, a charitable remainder
            trust.

      .     "BT Alex. Brown Option(s)"  means  the  option(s)  to  be issued by
Reorganized  CAI to BT Alex. Brown Incorporated to purchase up to 1/2%  of  the
New Common Stock,  on  a  fully  diluted  basis,  pursuant to the provisions of
Article IV.C.1.a of the Plan.

      .     "Business  Day"  means  any day, excluding  Saturdays,  Sundays  or
"legal holidays" (as defined in Fed. R. Bankr. P. 9006(a)), on which commercial
banks are open for business in New York, New York.

      .     "CAI" means CAI Wireless Systems, Inc., a Connecticut corporation.

      .     "Cash" means legal tender  of  the  United  States  or  equivalents
thereof.

      .     "Chapter 11 Case" means the jointly administered Chapter  11  cases
of CAI and PCT.

      .     "Claim"  means  a  claim  against  the  Debtors, or either of them,
whether or not asserted, as defined in Section 101(5) of the Bankruptcy Code.

      .     "Class"  means  a category of holders of Claims  or  Interests,  as
described in Article II below.

      .     "Collateral" means  any  property  or  interest  in  property  of a
Debtor's  Estate  subject  to  a Lien to secure the payment or performance of a
Claim, which Lien is not subject  to  avoidance  under  the  Bankruptcy Code or
otherwise invalid under the Bankruptcy Code or applicable state law.

      .     "Collateral  Agent" means Price Waterhouse LLP in its  capacity  as
administrative agent and collateral agent for the holders of the Secured Notes.

      .     "Confirmation"   means   entry  by  the  Bankruptcy  Court  of  the
Confirmation Order.

      .     "Confirmation Date" means  the  date  of  entry by the clerk of the
Bankruptcy Court of the Confirmation Order.

      .     "Confirmation Hearing" means the hearing to  consider  confirmation
of the Plan under Section 1128 of the Bankruptcy Code.

      .     "Confirmation  Order"  means  the  order  entered by the Bankruptcy
Court confirming the Plan.

      .     "Consummation Date" means the Business Day  on which all conditions
to the consummation of the Plan as set forth in Article X.B  hereof  have  been
satisfied or waived as provided in Article X.C hereof and is the effective date
of the Plan.

      .     "Creditor"  means  any Person who holds a Claim against the Debtors
or either of them.

      .     "Creditors' Committee"  means the committee of unsecured creditors,
if any, appointed pursuant to Section  1102(a)  of  the  Bankruptcy Code in the
Chapter 11 Case.

      .     "CS  Wireless"  means  CS  Wireless  Systems,  Inc.,   a   Delaware
corporation.

      .     "CS  Wireless  Stockholders'  Agreement"  means  the  stockholders'
agreement, dated as of February 23, 1996, as may have been amended from time to
time, between and among CAI, Heartland, and CS Wireless.

      .     "CS  Wireless  Participation  Agreement"  means  the  participation
agreement, dated as of December 12, 1995, as may have been amended from time to
time, between and among CAI, Heartland, and CS Wireless.

      .     "Cure"  means  the distribution of Cash, or such other property  as
may be agreed upon by the parties  or  ordered  by  the  Bankruptcy Court, with
respect to the assumption of an executory contract or unexpired lease, pursuant
to  Section  365(b) of the Bankruptcy Code, in an amount equal  to  all  unpaid
monetary obligations,  without  interest, or such other amount as may be agreed
upon by the parties, under such executory  contract  or unexpired lease, to the
extent  such  obligations  are  enforceable  under  the  Bankruptcy   Code  and
applicable bankruptcy law.

      .     "Debtor(s)" means, individually, CAI or PCT, and collectively,  CAI
and  PCT,  including  in  their  capacity  as debtors-in-possession pursuant to
Sections 1107 and 1108 of the Bankruptcy Code, and as reorganized hereunder.

      .     "Debt Securities" means, collectively,  the  Secured  Notes, Senior
Notes and Subordinated Notes.

      .     "Debt  Securities  Claim" means a Securities Claim arising  from  a
Debt Security.

      .     "DIP Facility" means the debtor-in-possession credit facility to be
provided to the Debtors during the  Chapter  11 Case in the principal amount of
$60,000,000, pursuant to the DIP Facility Agreement.

      .     "DIP  Facility  Agreement"  means the  amended  and  restated  note
purchase agreement, to be dated as of, or  prior to, the Petition Date, between
the Debtors and MLGAF, and the other signatories thereto.

      .     "DIP Facility Claim" means a Claim  arising under or as a result of
the DIP Facility.

      .     "Disbursing Agent" means Reorganized CAI or any party designated by
Reorganized CAI, in its sole discretion, to serve  as  a disbursing agent under
the Plan.

      .     "Disclosure Statement" means the written disclosure  statement that
relates to the Plan, dated June 30, 1998, as amended, supplemented, or modified
from  time  to  time,  and that is prepared and distributed in accordance  with
Sections 1125 and 1126(b) of the Bankruptcy Code and Fed. R. Bankr. P. 3018.

      .     "Disputed Claim"  means  any  Claim  not  otherwise Allowed or paid
pursuant to the Plan or an order of the Bankruptcy Court  (a) which has been or
hereafter is listed on the Schedules as unliquidated, contingent,  or disputed,
and which has not been resolved by written agreement of the parties or an order
of the Bankruptcy Court, (b) proof of which was required to be filed  by  order
of  the  Bankruptcy  Court  but  as to which a proof of Claim was not timely or
properly filed, (c) proof of which  was timely and properly filed and which has
been  or  hereafter is listed on the Schedules  as  unliquidated,  disputed  or
contingent,  (d)  that  is  disputed  in accordance with the provisions of this
Plan, or (e) as to which a Debtor has interposed  a timely objection or request
for estimation in accordance with the Bankruptcy Code,  the  Bankruptcy  Rules,
and any orders of the Bankruptcy Court, or is otherwise disputed by a Debtor in
accordance  with  applicable  law,  which objection, request for estimation, or
dispute  has  not been withdrawn or determined  by  a  Final  Order;  PROVIDED,
HOWEVER, that for  purposes  of  determining  whether  a  particular Claim is a
Disputed  Claim prior to the expiration of any period of limitation  fixed  for
the interposition  by the Debtors of objections to the allowance of Claims, any
Claim that is not identified by the applicable Debtor as an Allowed Claim shall
be deemed a Disputed Claim.

      .     "Distribution   Date"   means   the  date,  occurring  as  soon  as
practicable after the Consummation Date, upon  which  distributions are made by
Reorganized CAI or Reorganized PCT, as the case may be,  to  holders of Allowed
DIP Facility, Administrative, Priority Tax, and Class CAI-1, CAI-5, CAI-6, PCT-
1, and PCT-5 Claims; PROVIDED, HOWEVER, that in no event shall the Distribution
Date occur later than twenty (20) Business Days after the Consummation Date.

      .     "Distribution  Record Date" means the record date for  purposes  of
making distributions under the  Plan  on  account of Allowed Claims, which date
shall be the seventh (7th) Business Day following the Confirmation Date.

      .     "Distribution Reserve" means the  reserve,  if any, established and
maintained by the Reorganized Debtors, into which the Reorganized Debtors shall
deposit  the  amount  of  Cash, New Senior Notes, New Common  Stock,  or  other
property that would have been  distributed  by  the  Reorganized Debtors on the
Distribution Date to holders of (a) Disputed Claims, (b)  contingent liquidated
Claims,  if  such  Claims had been undisputed or noncontingent  Claims  on  the
Distribution  Date,  pending  (i)  the  allowance  of  such  Claims,  (ii)  the
estimation of such Claims for purposes of allowance or (iii) the realization of
the contingencies, and  (c)  unliquidated  Claims,  if  such  Claims  had  been
liquidated  on  the  Distribution  Date,  such  amount  to  be estimated by the
Bankruptcy Court or agreed upon by CAI and the holders thereof as sufficient to
satisfy such unliquidated Claim upon such Claim's (x) allowance, (y) estimation
for purposes of allowance, or (z) liquidation, pending the occurrence  of  such
estimation or liquidation.

      .     "ECN  Notes"  means,  collectively,  the thirteen (13) subordinated
promissory notes due September 29, 2000, in the aggregate  principal  amount of
$2,793,000 given by CAI to the ECN Participants.

      .     "ECN  Participants"  means, collectively, Gerard Klauer Mattison  &
Co., LLC; Quota Corporation; NOSROB,  L.L.C.;  Mellon  Bank,  N.A., Trustee for
Dextor   Corporation,   Grantor  Trust;  Montgomery  Small  Cap  Partners   II,
L.P.;Roanoke  Partners, L.P.;  John  Flavin;  Flavin,  Blake  Investors,  L.P.;
Montgomery Growth  Partners  I,  L.P.;  Richard McKenzie; Haussman, L.L.C.; Les
Alexander; and Eastern Cable Networks Corp.

      .     "Employment  Agreements" means  the  employment  agreements  to  be
entered into between Reorganized  CAI  and  the Key Employees, which agreements
shall be in substantially the form of the agreements to be included in the Plan
Supplement.

      .     "Equity Securities" means, collectively,  the Old Common Stock, Old
Stock  Options,  and  Old  Warrants,  together with any options,  warrants,  or
rights, contractual or otherwise, to acquire  or  receive  any  such  stock  or
ownership  interests,  including,  but not limited to, the Old Options, the Old
Warrants and any contracts or agreements pursuant to which the non-debtor party
was or could have been entitled to receive  shares  of stock or other ownership
interests in CAI.

      .     "Equity Securities Claim" means a Securities Claim arising from any
Equity Security.

      .     "Estate(s)" means, individually, the estate  of  CAI  or PCT in the
Chapter  11 Case, and, collectively, the estates of CAI and PCT in the  Chapter
11 Case, created pursuant to Section 541 of the Bankruptcy Code.

      .     "Existing Securities" means, collectively the Equity Securities and
the Debt Securities.

      .     "Exit  Lender(s)"  means the lender(s) under the New Senior Secured
            Facility.

      .     "Face Amount" means (a) when used in reference to a Disputed Claim,
the full stated amount claimed by  the  holder  of  such  Claim in any proof of
Claim timely filed with the Bankruptcy Court or otherwise deemed  timely  filed
by  any Final Order of the Bankruptcy Court or other applicable bankruptcy law,
and (b)  when used in reference to an Allowed Claim, the allowed amount of such
Claim.

      .     "FCC"  means  the Federal Communications Commission, as constituted
from time to time, or any successor  governmental  agency  performing functions
similar to those performed by the Federal Communications Commission on the date
hereof.

      .     "Final Order" means an order or judgment of the  Bankruptcy  Court,
or  other  court  of  competent  jurisdiction,  as entered on the docket in the
Chapter  11  Case,  the  operation  or effect of which  has  not  been  stayed,
reversed,  or amended and as to which  order  or  judgment  (or  any  revision,
modification,  or  amendment  thereof)  the  time  to  appeal or seek review or
rehearing  has  expired  and as to which no appeal or petition  for  review  or
rehearing was filed or, if filed, remains pending.

      .     " General Unsecured  Claim"  means  a Claim against the Debtors, or
either  of  them,  that  is  not  a DIP Facility Claim,  Administrative  Claim,
Priority Tax Claim, Other Priority  Claim,  Secured  Claim,  Senior Note Claim,
Subordinated Note Claim, Intercompany Claim, or Securities Claim.

      .     "Heartland"  means  Heartland  Wireless  Communications,   Inc.,  a
Delaware corporation.

      .     "Impaired"  means, when used with reference to a Claim or Interest,
a Claim or Interest that  is impaired within the meaning of Section 1124 of the
Bankruptcy Code.

      .     "Indenture  Trustee"   means   The  Chase  Manhattan  Bank  or  its
successor, in either case in its capacity as  indenture  trustee for the Senior
Notes Indenture.

      .     "Intercompany Claim" means, as the case may be,  any  Claim  of (a)
any  Subsidiary  against  a  Debtor,  (b)  any  Subsidiary  against  any  other
Subsidiary, or (c) CAI against any Subsidiary.

      .     "Interest"  means  (a)  the legal, equitable, contractual and other
rights of any Person with respect to  Old  Common Stock, Old Stock Options, Old
Warrants, or any other Equity Securities of  CAI  or  PCT  and  (b)  the legal,
equitable, contractual or other rights of any Person to acquire or receive  any
of the foregoing.

      .     "Key Employees" means, collectively, the employees of CAI listed on
            Exhibit G to the Plan.

      .     "Lien"  means  a  charge  against or interest in property to secure
payment of a debt or performance of an obligation.

      .     "Litigation Claims" means the  claims,  rights of action, suits, or
proceedings, whether in law or in equity, whether known  or  unknown,  that the
Debtors  or their Estates may hold against any Person, which are to be retained
by the Reorganized Debtors pursuant to Article IV.G of this Plan.

      .     "Management   Option   Agreement(s)"   means   the   stock   option
agreement(s), substantially in the form of the agreements to be included in the
Plan  Supplement,  to  be  entered  into  by Reorganized CAI and the Management
Option Plan Participants, pursuant to which  the  Management  Options  will  be
granted.

      .     "Management  Option  Plan" means the stock option plan  pursuant to
which the Management Options will  be  issued, substantially in the form of the
plan to be included in the Plan Supplement, to be adopted by CAI or Reorganized
CAI pursuant to Article IV.C.1.a of this Plan.

      .     "Management  Option  Plan  Participants"  means  the  employees  of
Reorganized CAI, listed on Exhibit H to  this  Plan, entitled to participate in
the Management Option Plan.

      .     "Management Options" means the options  to be issued by Reorganized
CAI to the Management Option Plan Participants to purchase up to 10% of the New
Common  Stock,  on  a fully diluted basis, pursuant to the  provisions  of  the
Management Option Agreement  to  be  entered  into  under the Management Option
Plan.

      .     "MDU  Assets"  means  the  assets  currently used  by  PCT  in  the
provision  of analog subscription video services  to  64  multi-dwelling  units
located in and  around  the  greater Philadelphia area, which are to be sold to
OnePoint pursuant to Section 363(b) of the Bankruptcy Code.

      .     "Mester" means John Mester d/b/a Connecticut Home Theater.

      .     "Mester  Collateral"   means,   collectively,   (a)  the  stock  of
Springfield  License,  Inc.,  a  Subsidiary,  (b)  the  equipment described  in
Schedule A to the Pledge and Security Agreement, dated August 21, 1997, between
CAI,  Mester,  and  Brown  Neitert  & Kaufman, Chartered, as pledge  agent  for
Mester,  and (c) all proceeds, profits  and  products  of  any  sale  or  other
disposition  of  the  foregoing,  which  CAI  pledged to Mester or in which CAI
granted Mester security interests or liens to secure  CAI's  obligations  under
the  Mester  Notes, to the extent that, as of the Consummation Date, such stock
remains pledged  to Mester and such equipment and proceeds remain encumbered by
valid, enforceable and perfected security interests or liens of Mester in CAI's
Estate's interest  in  such equipment and proceeds that are not avoidable under
the Bankruptcy Code or applicable nonbankruptcy law.

      .     "Mester Notes"  means  the  two  (2)  promissory  notes, each dated
August  21,  1997,  between  CAI,  as  maker,  and Mester, as holder,  and  all
agreements and other documents relating thereto.

      .     "MLGAF"  means  Merrill  Lynch  Global  Allocation  Fund,  Inc.,  a
            Maryland corporation.

      .     "New Common Stock" means the 25 million shares  of  common stock of
Reorganized CAI, $.01 par value per share, authorized under Article IV.C.1.a of
the Plan and the Amended CAI Certificate of Incorporation and By-laws.
      .     "New Options" means, collectively, the Management Options  and  the
            BT Alex. Brown Option.

      .     "New  Securities"  means,  collectively,  the New Common Stock, New
            Senior Notes, and New Options.

      .     "New  Senior  Notes"  means  the  12%  Senior  Notes  due  2004  of
Reorganized  CAI,  in  the  aggregate principal amount of $100 million,  to  be
issued and distributed pursuant  to  the  Plan  on  the  Distribution  Date and
governed  by  the  terms  of  the  New  Senior  Notes  Indenture, as more fully
described in Article VI.A hereof.

      .     "New Senior Notes Indenture" means the indenture to be entered into
between Reorganized CAI and an entity to be selected prior  to the Consummation
Date, as indenture trustee, under which the New Senior Notes  shall  be issued,
which  indenture  shall  be  substantially  in the form of the indenture to  be
included in the Plan Supplement as Exhibit D to this Plan.

      .     "New Senior Secured Facility" means  the  new senior secured credit
facilit(ies) in an aggregate  principal amount of not more  than  $80  million,
which  Reorganized  CAI  anticipates  entering  into  as  a  condition  to  the
consummation of the Plan.

      .     "Note  Purchase Agreement" means the note purchase agreement, dated
as of November 24, 1997,  as  amended  from time to time, by and among CAI, the
Subsidiaries named therein, and MLGAF, pursuant to which the Secured Notes were
issued and sold.

      .     "Obligor Subsidiaries" means,  collectively,  those Subsidiaries of
CAI that are signatories to, and obligors under, the Note Purchase Agreement.

      .     "Old Common Stock" means CAI's common stock, no par value, together
with any options, warrants, or rights, contractual or otherwise,  to acquire or
receive  any  such stock, including, but not limited to, the Old Stock  Options
and Old Warrants.

      .     "Old  Junior  Preferred Stock" means the shares of CAI's non-voting
convertible junior preferred  stock,  having  a  liquidation  preference of $30
million, and options, warrants, or rights, contractual or otherwise, if any, to
acquire any such non-voting convertible junior preferred stock.

      .     "Old Stock Options" means the outstanding options to  purchase  Old
Common Stock, as of the Petition Date.

      .     "Old  Senior  Preferred Stock" means the shares of CAI's 14% Senior
Convertible  Preferred  Stock,  par  value  $10,000  per  share,  and  options,
warrants, or rights, contractual  or otherwise, if any, to acquire any such 14%
Senior Convertible Preferred Stock.

      .     "Old Voting Preferred Stock"  means  the  shares  of CAI's Series C
Convertible Preferred Stock, no par value per share, and options,  warrants, or
rights,  contractual  or  otherwise,  if  any,  to  acquire  any such Series  C
Convertible Preferred Stock.

      .     "Old  Warrants"  means  the  outstanding  warrants to purchase  Old
Common Stock, as of the Petition Date.

      .     "OnePoint"   means   Mid-Atlantic  Telcom  Plus,   d/b/a   OnePoint
            Communications.

      .     "Operating Subsidiaries"  means,  collectively, Commonwealth Choice
Television, Inc.; Connecticut Choice Television,  Inc.; Eastern New England TV,
Inc.; Greater Albany Wireless Systems, Inc.; Hampton  Roads Wireless, Inc.; New
York Choice Television, Inc.; Philadelphia Choice Television,  Inc.;  Rochester
Choice Television, Inc.; and Washington Choice Television, Inc.

      .     "Ordinary  Course Professionals' Order" means an order  entered  by
the Bankruptcy Court authorizing  the  Debtors,  or  either of them, to retain,
employ and pay certain professionals, as specified in  the order, which are not
involved in the administration of the Chapter 11 Case, in  the  ordinary course
of business, without further order of the Bankruptcy Court.

      .     "Other Priority Claim" means a Claim entitled to priority  pursuant
to  Section  507(a)  of  the  Bankruptcy  Code other than a DIP Facility Claim,
Priority Tax Claim or an Administrative Claim.

      .     "Other  Secured  Claims" means, collectively,  all  Secured  Claims
against CAI or PCT, as the case  may be, other than the Secured Claims included
in Classes CAI-2.01 through CAI-2.02.

      .     "Petition Date" means  the  date  on  which  CAI and PCT file their
petitions for relief commencing the Chapter 11 Case.

      .     "Plan" means this Chapter 11 reorganization plan  for  CAI  and PCT
and  all  exhibits  annexed  hereto  or  referenced  herein, as the same may be
amended, modified or supplemented from time to time.

      .     "Plan Supplement" means the compilation of  documents  and forms of
documents  specified in the Plan which will be filed with the Bankruptcy  Court
not later than  five (5) Business Days prior to date of the commencement of the
Confirmation Hearing.

      .     "Priority  Tax  Claim"  means  a Claim that is entitled to priority
pursuant to Section 507(a)(8) of the Bankruptcy Code.

      .     "Professional" means any professional  employed  in  the Chapter 11
Case  pursuant to Sections 327 or 1103 of the Bankruptcy Code or otherwise  and
the  professionals   seeking  compensation  or  reimbursement  of  expenses  in
connection with the Chapter  11  Case  pursuant  to  Section  503(b)(4)  of the
Bankruptcy Code.

      .     "Professional  Fee  Claim"  means  a  Claim  of  a Professional for
compensation  or  reimbursement  of  costs  and  expenses relating to  services
incurred after the Petition Date and prior to and  including  the  Consummation
Date.

      .     "Pro Rata" means, at any time, the proportion that the Face  Amount
of  a  Claim  in  a  particular Class bears to the aggregate Face Amount of all
Claims (including Disputed  Claims)  in  such  Class,  unless the Plan provides
otherwise.

      .     "Registrable Securities" means securities acquired,  by Persons who
may  be  deemed  to  be "affiliates" or "underwriters" of Reorganized  CAI  for
purposes of the Securities  Act,  pursuant  to  or in connection with the Plan,
including  New  Common  Stock,  New Senior Notes, and  securities  issuable  in
connection  with  the  New  Senior  Secured  Facility,  or  acquired  by  their
successors and permitted assigns in accordance  with  the  Registration  Rights
Agreement (and any securities issued or issuable with respect thereto).

      .     "Registration   Rights  Agreement"  means  the  agreement,  between
Reorganized CAI and certain Persons  who  may  be  deemed to be "affiliates" or
"underwriters" of Reorganized CAI for purposes of the Securities Act, governing
the registration of (a) New Senior Notes, (b) New Common  Stock, including, but
not  limited  to,  the  additional  shares  of  New Common Stock issuable  upon
exercise of the New Options, and (c) securities issuable in connection with the
New  Senior Secured Facility, in substantially the  form  of  the  registration
rights agreement to be included in the Plan Supplement.

      .     "Reinstated"  or  "Reinstatement"  means  (i) leaving unaltered the
legal, equitable, and contractual rights to which a Claim  entitles  the holder
of  such Claim so as to leave such Claim unimpaired in accordance with  Section
1124  of  the Bankruptcy Code or (ii) notwithstanding any contractual provision
or applicable  law  that entitles the holder of such Claim to demand or receive
accelerated payment of  such Claim after the occurrence of a default (a) curing
any such default that occurred  before or after the Petition Date, other than a
default of a kind specified in Section  365(b)(2)  of  the Bankruptcy Code; (b)
reinstating  the maturity of such Claim as such maturity  existed  before  such
default; (c) compensating  the holder of such Claim for any damages incurred as
a  result  of  any reasonable reliance  by  such  holder  on  such  contractual
provision or such  applicable  law;  and  (d) not otherwise altering the legal,
equitable, or contractual rights to which such  Claim  entitles  the  holder of
such Claim; PROVIDED, HOWEVER, that any contractual right that does not pertain
to  the  payment when due of principal and interest on the obligation on  which
such Claim  is based, including, but not limited to, financial covenant ratios,
negative  pledge   covenants,   covenants   or   restrictions   on   merger  or
consolidation,   and   affirmative   covenants  regarding  corporate  existence
prohibiting  certain  transactions or actions  contemplated  by  the  Plan,  or
conditioning such transactions  or  actions  on  certain  factors, shall not be
required to be reinstated in order to accomplish Reinstatement.

      .     "Reorganized  CAI"  means  reorganized  CAI,  on  and   after   the
Consummation Date.

      .     "Reorganized  Debtor(s)"  means,  individually,  Reorganized CAI or
Reorganized PCT and, collectively, Reorganized CAI and Reorganized PCT.
      .     "Reorganized   PCT"  means  reorganized  PCT,  on  and  after   the
Consummation Date.

      .     "Restructuring" means, collectively, the transactions and transfers
described in Article IV of this Plan.

      .     "Satellite  Subsidiaries"   means,   collectively,  MMDS  Satellite
Ventures, Inc., CAI Data Systems, Inc., and CAI Satellite Communications, Inc.

      .     "Schedules" means the schedules of assets  and  liabilities and the
statements of financial affairs, if any, filed in the Bankruptcy  Court  by CAI
or  PCT,  as the case may be, as such schedules or statements or may be amended
or supplemented  from time to time in accordance with Fed. R. Bankr. P. 1009 or
orders of the Bankruptcy Court.

      .     "Secured  Claim"  means a Claim, other than a Setoff Claim, that is
secured by a security interest in or lien upon property, or the proceeds of the
sale of such property, in which  a Debtor has an interest, to the extent of the
value, as of the Consummation Date  or such later date as is established by the
Bankruptcy Court, of such interest or  lien  as  determined by a Final Order of
the  Bankruptcy  Court pursuant to Section 506 of the  Bankruptcy  Code  or  as
otherwise agreed upon  in  writing by such Debtor or Reorganized Debtor and the
holder of such Claim.

      .     "Secured Notes"  means  the  13%  Senior  Secured  Notes of CAI and
certain Subsidiaries, issued and outstanding under the Note Purchase Agreement.

      .     "Secured Note Collateral" means the Collateral referred  to  in the
Secured Note Collateral Documents and all other property and assets that are or
are  intended under the terms of the Collateral Documents to be subject to  any
Lien in  favor  of  the  Collateral Agent for the benefit of the holders of the
Secured Notes.

      .     "Secured Note  Collateral  Documents"  means, collectively, (a) the
Security Agreement and Pledge Agreement (as those terms are defined in the Note
Purchase  Agreement),  (b) each other security agreement  or  pledge  agreement
entered into pursuant to  Section  8.11 of the Note Purchase Agreement, and (c)
each other agreement that creates or  purports  to  create or perfect a Lien in
favor of the Collateral Agent for the benefit of the  holders  of  the  Secured
Notes.

      .     "Securities  Act"  means  the Securities Act of 1933, 15 U.S.C.  ''
77a-77aa, as now in effect or hereafter amended.

      .     "Securities Action" means the  consolidated  class action captioned
IN RE CAI WIRELESS SYSTEMS, INC. SECURITIES LITIGATION, Master  File No. 96-CV-
1857  (LEK/DRH),  pending in the United States District Court for the  Northern
District of New York.

      .     "Securities  Claim"  means a Claim arising from the rescission of a
purchase or sale of a security of  CAI,  including,  but  not  limited  to, Old
Senior Preferred Stock, Old Junior Preferred Stock, Old Voting Preferred Stock,
Old Common Stock, Old Stock Options, Old Warrants, Senior Notes, Secured Notes,
Subordinated Notes, all other debt instruments and any and all other rights  to
acquire Equity Securities of CAI, for damages arising from the purchase or sale
of  such  a  security,  or  for  reimbursement, contribution or indemnification
allowed under Section 502 of the Bankruptcy  Code  on  account  of  such Claim,
including,  without  limitation,  a  Claim  with  respect to any action pending
against  CAI  and/or  its  current or former officers and  directors  in  which
Securities Claims are asserted, including the Securities Action.

      .     "Senior Note Claim"  means  a Claim of a Senior Note Holder arising
under or as a result of the Senior Notes.

      .     "Senior Note Escrow" means the  escrow account established pursuant
to the terms of Section 2 of the Senior Note Escrow Agreement.

      .     "Senior Note Escrow Agreement" means the escrow agreement, dated as
of September 15, 1995, by and among CAI, Chemical  Bank,  as  escrow agent, and
the   Indenture  Trustee,  pursuant  to  which  the  Senior  Note  Escrow   was
established.

      .     "Senior Note Holder" means a holder of Senior Notes.

      .     "Senior  Notes  Indenture" means the indenture, dated September 15,
1995, as modified by the First  Supplemental Indenture, dated as of January 31,
1996, between CAI and Chemical Bank,  as  trustee, pursuant to which the Senior
Notes were issued.

      .     "Senior Notes" means the 12 1/4%  Senior  Notes  Due  September 15,
2002 of CAI, issued and outstanding under the Senior Notes Indenture.

      .     "Setoff  Claim"  means a Claim, against a Debtor, of a holder  that
has  a  valid right of setoff with  respect  to  such  Claim,  which  right  is
enforceable  under  Section 553 of the Bankruptcy Code as determined by a Final
Order or as otherwise  agreed  in  writing  by  a  Debtor, to the extent of the
amount subject to such right of setoff.

      .     "Severance Plan" means the Executive Severance  Pay  Plan currently
maintained by CAI, pursuant to which executive employees of CAI identified  and
designated  by  the  compensation committee of the board of directors of CAI as
eligible participants  are  entitled to certain severance benefits upon certain
types of  terminations of employment  in  the  event  of a change in control of
CAI.

      .     "Solicitation" means the solicitation by CAI from holders of Senior
Notes  and Subordinated Notes of acceptances of the Plan  pursuant  to  Section
1126(b) of the Bankruptcy Code.

      .     "Subordinated Notes" means, collectively, the ECN Notes and the 12%
Subordinated Note.

      .     "Subsidiaries"   means,   collectively,  the  direct  and  indirect
subsidiaries of CAI listed on the annexed Exhibit C.

      .     "Subsidiary  Interests"  means,   collectively,   the   issued  and
outstanding shares of stock of the Subsidiaries directly or indirectly owned by
CAI, as of the Petition Date.

      .     "Substantial Contribution Claim" means a claim for compensation  or
reimbursement  of expenses incurred in making a substantial contribution in the
Chapter 11 Case  pursuant  to  Section  503(b)(3),(4), or (5) of the Bankruptcy
Code.

      .     "Trade Claim" means any Unsecured  Claim  against a Debtor, arising
from or with respect to the sale of goods or services to  such Debtor, prior to
the Petition Date, in the ordinary course of such Debtor's  business, including
any Claim of an employee that is not an Other Priority Claim,  but  only to the
extent that the holder of such Claim continues to provide goods and/or services
to the Debtor pursuant to customary or ordinary trade terms.

      .     "Trigger Event" means, with respect to the Management Option  Plan,
a  material  third  party  acquisition or merger, material equity investment in
CAI, or material joint venture,  and/or  a  material take-or-pay arrangement or
other third party transaction with respect to the use of CAI's spectrum, and/or
any  other  material  third party transaction having  a  substantially  similar
economic effect as the foregoing.

      .     "12% Subordinated Note" means the 12% subordinated note due October
1, 2005, in the principal  amount  of $30,000,000, given by CAI and the Obligor
Subsidiaries to MLGAF.

      .     "Unimpaired Claim" means a Claim that is not an Impaired Claim.

      .     "Unofficial Noteholders'  Committee" means the unofficial committee
of certain holders of Senior Note Claims formed prior to the Petition Date, the
members  of  which include MLGAF, Conseco  Capital  Management,  Inc.,  Romulus
Holdings, Prospect  Street  Investment  Management  Co., Inc., Dabney Flanigan,
LLC, and The Chase Manhattan Bank, as Indenture Trustee  (EX-OFFICIO),  as  the
same  may  be  reconstituted from time to time, provided that such committee at
all times represents  at  least  50%  in principal amount of the holders of the
Senior Notes.

      .     "Unsecured Claim" means any  Claim  against  a Debtor, other than a
DIP Facility Claim, Administrative Claim,  or a Secured Claim.

      .     "Voting Deadline" means July 27, 1998.

      .     "Voting Record Date" means, with respect to identification  of  the
holders of Impaired Claims entitled to vote on the Plan, June 23, 1998.

C.  RULES OF INTERPRETATION

      For  purposes  of  the  Plan (a) any reference in the Plan to a contract,
instrument, release, indenture,  or  other  agreement  or document's being in a
particular form or on particular terms and conditions means  that such document
shall  be  substantially  in  such  form  or  substantially  on such terms  and
conditions,  (b) any reference in the Plan to an existing document  or  exhibit
filed or to be  filed means such document or exhibit as it may have been or may
be amended, modified,  or  supplemented,  (c)  unless  otherwise specified, all
references  in  the  Plan to Sections, Articles, Schedules,  and  Exhibits  are
references to Sections,  Articles,  Schedules,  and Exhibits of or to the Plan,
(d) the words "herein" and "hereto" refer to the  Plan  in  its entirety rather
than to a particular portion of the Plan, (e) captions and headings to Articles
and  Sections  are  inserted  for  convenience  of reference only and  are  not
intended to be a part of or to affect the interpretation  of  the Plan, and (f)
the rules of construction set forth in Section 102 of the Bankruptcy  Code  and
in the Bankruptcy Rules shall apply.

D.  COMPUTATION OF TIME

      In  computing  any  period of time prescribed or allowed by the Plan, the
provisions of Fed. R. Bankr. P. 9006(a) shall apply.


                                      ARTICLE .

                       CLASSIFICATION OF CLAIMS AND INTERESTS

 .  INTRODUCTION

      All Claims and Interests,  except  DIP  Facility  Claims,  Administrative
Claims and Priority Tax Claims, are placed in the Classes set forth  below.  In
accordance with Section 1123(a)(1) of the Bankruptcy Code, DIP Facility Claims,
Administrative  Claims  and  Priority Tax Claims, as described below, have  not
been classified.

      A Claim or Interest is placed  in  a  particular Class only to the extent
that the Claim or Interest falls within the description  of  that Class, and is
classified  in  other Classes to the extent that any portion of  the  Claim  or
Interest falls within  the  description of such other Classes.  A Claim is also
placed  in  a particular Class  for  the  purpose  of  receiving  distributions
pursuant to the  Plan only to the extent that such Claim is an Allowed Claim in
that Class and such  Claim  has  not  been paid, released, or otherwise settled
prior to the Consummation Date.

 .  UNCLASSIFIED CLAIMS (NOT ENTITLED TO VOTE ON THE PLAN)

      .  DIP FACILITY CLAIMS

      .  ADMINISTRATIVE CLAIMS

      .  PRIORITY TAX CLAIMS

 .  UNIMPAIRED CLASSES OF CLAIMS AGAINST CAI (DEEMED TO HAVE ACCEPTED THE PLAN
AND, THEREFORE, NOT ENTITLED TO VOTE)

      .  CLASS CAI-1:  OTHER PRIORITY CLAIMS

      Class CAI-1 consists of all Other Priority Claims against CAI.

      .  CLASS CAI-2:  SECURED CLAIMS

      Class  CAI-2  consists of separate  subclasses  for  each  Secured  Claim
secured by a security  interest  in or lien upon property in which CAI's Estate
has an interest.  Each subclass is  deemed  to  be  a  separate  Class  for all
purposes under the Bankruptcy Code.
            .  Class CAI-2.01:  Bott Secured Claims

      Class CAI-2.01 consists of all Claims against CAI, secured by and to  the
extent  of the value (as of the Petition Date), if any, of the Bott Collateral,
directly  or  indirectly  arising from or under, or relating in any way to, the
Bott Notes.

            .  Class CAI-2.02:  Mester Secured Claims

      Class CAI-2.02 consists of all Claims against CAI, directly or indirectly
arising from or under, or relating  in any way to, the Mester Notes and secured
by the Mester Collateral, but only to  the  extent  of  the  value  (if any) of
Mester's interest in CAI's interest in the Mester Collateral.

            .  Class CAI-2.03:  Other Secured Claims

      Class CAI-2.03 consists of all Other Secured Claims against CAI.

      .  CLASS CAI-3:  GENERAL UNSECURED CLAIMS

      Class CAI-3 consists of all General Unsecured Claims against CAI.

      .  CLASS CAI-4:  INTERCOMPANY CLAIMS

      Class CAI-4 consists of all Intercompany Claims against CAI.

 .  IMPAIRED CLASSES OF CLAIMS AGAINST AND INTERESTS IN CAI (CLASSES 5 AND 6 ARE
ENTITLED  TO VOTE ON THE PLAN; CLASSES 7 AND 8 ARE DEEMED TO HAVE REJECTED  THE
PLAN AND, THEREFORE, ARE NOT ENTITLED TO VOTE)

      .  CLASS CAI-5:  SENIOR NOTE CLAIMS

      Class   CAI-5   consists   of   all   Senior  Note  Claims  against  CAI.
Notwithstanding anything contained in this Plan  to  the  contrary,  the Senior
Note Claims shall be deemed Allowed Class CAI-5 Claims in the aggregate  amount
of $275,000,000 plus accrued interest through the Petition Date.

      .  CLASS CAI-6:  SUBORDINATED NOTE CLAIMS

      Class  CAI-6  consists  of  all  Subordinated  Note  Claims  against CAI.
Notwithstanding   anything   contained  in  this  Plan  to  the  contrary,  the
Subordinated Note Claims shall  be  deemed  Allowed  Class  CAI-6 Claims in the
aggregate  amount  of  $32,793,000 plus accrued interest through  the  Petition
Date.

      .  CLASS CAI-7:  SECURITIES CLAIMS

            .  Class CAI-7.01:  Debt Securities Claims

      Class CAI-7.01 consists of all Debt Securities Claims against CAI.

            .  Class CAI-7.02:  Equity Securities Claims

      Class CAI-7.02 consists of all Equity Securities Claims against CAI.

      .  CLASS CAI-8:  EQUITY SECURITIES INTERESTS

      Class CAI-8 consists  of  all  Interests  in  CAI  directly or indirectly
arising from or under, or relating in any to, any of the Equity  Securities  of
CAI.



 .   UNIMPAIRED  CLASSES OF CLAIMS AGAINST PCT (DEEMED TO HAVE ACCEPTED THE PLAN
AND, THEREFORE, NOT ENTITLED TO VOTE)

      .  CLASS PCT-1:  OTHER PRIORITY CLAIMS

      Class PCT-1 consists of all Other Priority Claims against PCT.

      .  CLASS PCT-2:  SECURED CLAIMS

      Class PCT-2 consists of all Secured Claims against PCT.  Each holder of a
Secured Claim against  PCT  shall  be  treated  as  a separate subclass for all
purposes under Plan and the Bankruptcy Code.

      .  CLASS PCT-3:  GENERAL UNSECURED CLAIMS

      Class PCT-3 consists of all General Unsecured Claims against PCT.

      .  CLASS PCT-4:  INTERCOMPANY CLAIMS

      Class PCT-4 consists of all Intercompany Claims against PCT.

 .  IMPAIRED CLASS OF CLAIMS AGAINST PCT (ENTITLED TO VOTE ON THE PLAN)

      CLASS PCT-5:  SUBORDINATED NOTE CLAIMS

      Class PCT-5 consists of all Claims against PCT  arising  under  or  as  a
result  of  any  Subordinated Note.  Notwithstanding anything contained in this
Plan to the contrary,  the  Subordinated  Note  Claims  shall be deemed Allowed
Class PCT-5 Claims in the aggregate amount of $30,000,000 plus accrued interest
through the Petition Date.

 .  UNIMPAIRED CLASS OF INTERESTS IN PCT (DEEMED TO HAVE ACCEPTED  THE PLAN AND,
THEREFORE, NOT ENTITLED TO VOTE)

      CLASS PCT-6:  EQUITY SECURITIES INTERESTS

      Class  PCT-6  consists  of  all  Interests  in PCT directly or indirectly
arising from or under, or relating in any way to, any  of the Equity Securities
of PCT.


                                      ARTICLE .

                          TREATMENT OF CLAIMS AND INTERESTS

 .  UNCLASSIFIED CLAIMS

      .  DIP FACILITY CLAIMS

      On, or one Business Day after, the Consummation Date or the date such DIP
Facility Claim becomes payable pursuant to any agreement  between  CAI  and the
holder of such DIP Facility Claim, each holder of an Allowed DIP Facility Claim
shall  receive in full satisfaction, settlement, release, and discharge of  and
in exchange  for  such  Allowed DIP Facility Claim (a) cash equal to the unpaid
portion of such Allowed DIP  Facility  Claim or  (b) such other treatment as to
which CAI and such holder shall have agreed upon in writing.

      .  ADMINISTRATIVE CLAIMS

      Except as otherwise provided for herein,  and subject to the requirements
of Article XIV.A.2 hereof, on, or as soon as reasonably  practicable after, the
latest  of  (i) the Distribution Date, (ii) the date such Administrative  Claim
becomes an Allowed  Administrative Claim, or (iii) the date such Administrative
Claim becomes payable pursuant to any agreement between a Debtor and the holder
of such Administrative  Claim,  each  holder of an Allowed Administrative Claim
shall receive in full satisfaction, settlement,  release,  and discharge of and
in exchange for such Allowed Administrative Claim (a) Cash equal  to the unpaid
portion of such Allowed Administrative Claim or (b) such other treatment  as to
which  the applicable Debtor and such holder shall have agreed upon in writing;
PROVIDED,   HOWEVER,   that  Allowed  Administrative  Claims  with  respect  to
liabilities incurred by  a Debtor in the ordinary course of business during the
Chapter 11 Case shall be paid  in the ordinary course of business in accordance
with the terms and conditions of any agreements relating thereto.

      .  PRIORITY TAX CLAIMS

      On, or as soon as reasonably  practicable  after,  the  later  of (i) the
Distribution  Date or (ii) the date such Priority Tax Claim becomes an  Allowed
Priority Tax Claim,  each holder of an Allowed Priority Tax Claim shall receive
in full satisfaction, settlement, release, and discharge of and in exchange for
such Allowed Priority  Tax  Claim  (a) Cash equal to the unpaid portion of such
Allowed  Priority  Tax Claim, (b) Cash  payments  over  time  in  an  aggregate
principal amount equal  to  the  amount of such Allowed Priority Tax Claim plus
interest on the unpaid portion thereof  at  the  rate of seven percent (7%) per
annum from the Consummation Date through the date  of  payment  thereof, or (c)
such  other  treatment  as  to which CAI or PCT, as the case may be,  and  such
holder shall have agreed upon  in writing.  Cash payments of principal shall be
made in annual installments, each  such  installment  amount being equal to ten
percent  (10%)  of  such  Allowed  Priority Tax Claim plus accrued  and  unpaid
interest, with the first payment to  be  due on or before the first anniversary
of  the  Consummation  Date,  or  as soon thereafter  as  is  practicable,  and
subsequent payments to be due on the  anniversary  of the first payment date or
as soon thereafter as is practicable; PROVIDED, HOWEVER,  that any installments
remaining unpaid on the date that is six years after the date  of assessment of
the tax that is the basis for the Allowed Priority Tax Claim shall  be  paid on
the  first  Business  Day  following  such  date,  or  as soon thereafter as is
practicable  together  with  any accrued and unpaid interest  to  the  date  of
payment; and PROVIDED FURTHER,  that  the  Debtors reserve the right to pay any
Allowed Priority Tax Claim, or any remaining  balance  of  any Allowed Priority
Tax  Claim,  in  full  at  any time on or after the Distribution  Date  without
premium or penalty; and PROVIDED FURTHER, that no holder of an Allowed Priority
Tax Claim shall be entitled  to any payments on account of any pre-Consummation
Date  interest accrued on or penalty  arising  after  the  Petition  Date  with
respect to or in connection with such Allowed Priority Tax Claim.

 .  UNIMPAIRED CLASSES OF CLAIMS AGAINST CAI

      .  CLASS CAI-1:  OTHER PRIORITY CLAIMS

      On,  or  as  soon  as reasonably practicable after, the latest of (i) the
Distribution Date, (ii) the  date such Class CAI-1 Other Priority Claim becomes
an Allowed Class CAI-1 Other Priority Claim, or (iii) the date such Class CAI-1
Other Priority Claim becomes payable  pursuant to any agreement between CAI and
the holder of such Class CAI-1 Other Priority  Claim, each holder of an Allowed
Class  CAI-1  Other  Priority  Claim  shall  receive  in   full   satisfaction,
settlement,  release,  and discharge of and in exchange for such Allowed  Class
CAI-1 Other Priority Claim (a) Cash equal to the unpaid portion of such Allowed
Class CAI-1  Other Priority  Claim  or (b) such other treatment as to which CAI
and such holder shall have agreed upon in writing.

      .  CLASS CAI-2:  SECURED CLAIMS

      Each holder of a Class 2 Secured  Claim  shall  be  treated as a separate
class for all purposes under this Plan, and each holder of  an  Allowed Class 2
Secured Claim shall receive the treatment set forth below.  To the  extent,  if
any,  that the value of the collateral securing a Class 2 Secured Claim is less
than the total amount of such Claim, the difference shall be treated as a Class
3 General  Unsecured  Claim.  CAI specifically reserves all rights to challenge
the validity, nature and perfection of, and to avoid pursuant to the provisions
of the Bankruptcy Code  and  other  applicable  law,  any  purported  liens and
security interests.

            .  Class CAI-2.01:  Bott Secured Claims

      On,  or  as  soon as reasonably practicable after, the latest of (i)  the
Distribution Date, (ii) the date such Class CAI-2.01 Bott Secured Claim becomes
an Allowed Class CAI-2.01 Bott Secured Claim, or (iii) the date such Class CAI-
2.01 Bott Secured Claim  becomes  payable pursuant to any agreement between CAI
and the holder of such Class CAI-2.01  Bott  Secured  Claim,  each holder of an
Allowed  Class  CAI-2.01 Bott Secured Claim, in full satisfaction,  settlement,
release, and discharge  of and in exchange for such Allowed Class CAI-2.01 Bott
Secured Claim, shall, in  the sole discretion of CAI, (a) receive deferred cash
payments totaling at least  the  allowed  amount of such Allowed Class CAI-2.01
Bott Secured Claim, of a value, as of the Consummation  Date,  of  at least the
value  of  such  holder's  interest  in  CAI's  Estate's  interest  in the Bott
Collateral,   (b)   upon  abandonment  by  CAI  receive  the  Bott  Collateral,
(c) receive payments  or  liens  amounting to the indubitable equivalent of the
value  of  such  holder's interest in  CAI's  Estate's  interest  in  the  Bott
Collateral, (d) be  Reinstated,  or (e) receive such other treatment as CAI and
such holder shall have agreed upon in writing.
            .  Class CAI-2.02:  Mester Secured Claims

      On, or as soon as reasonably  practicable  after,  the  latest of (i) the
Distribution  Date,  (ii)  the  date  such Class CAI-2.02 Mester Secured  Claim
becomes an Allowed Class CAI-2.02 Mester  Secured Claim, or (iii) the date such
Class CAI-2.02 Mester Secured Claim becomes  payable  pursuant to any agreement
between CAI and the holder of such Class CAI-2.02 Mester  Secured  Claim,  each
holder of an Allowed Class CAI-2.02 Mester Secured Claim, in full satisfaction,
settlement,  release  and  discharge  of and in exchange for such Allowed Class
CAI-2.02  Mester  Secured  Claim,  shall,  in   the  sole  discretion  of  CAI,
(a) receive deferred cash payments totaling at least the allowed amount of such
Allowed Class CAI-2.02 Mester Secured Claim, of a value, as of the Consummation
Date,  of  at  least  the  value of such holder's interest  in  CAI's  Estate's
interest in the Mester Collateral,  (b)  upon  abandonment  by  CAI receive the
Mester  Collateral, (c) receive payments or liens amounting to the  indubitable
equivalent of the value of such holder's interest in CAI's Estate's interest in
the Mester  Collateral,  (d) be Reinstated, or (e) receive such other treatment
as CAI and such holder shall have agreed upon in writing.

            .  Class CAI-2.03:  Other Secured Claims

      On, or as soon as reasonably  practicable  after,  the  latest of (i) the
Distribution  Date,  (ii)  the  date  such  Class CAI-2.03 Other Secured  Claim
becomes an Allowed Class CAI-2.03 Other Secured  Claim,  or (iii) the date such
Class CAI-2.03 Other Secured Claim becomes payable pursuant  to  any  agreement
between  CAI  and  the holder of such Class CAI-2.03 Other Secured Claim,  each
holder of an Allowed  Class CAI-2.03 Other Secured Claim, in full satisfaction,
settlement,  release, and  discharge  of  and  in  exchange  for  such  Allowed
Class CAI-2.03  Other  Secured  Claim,  shall,  in  the sole discretion of CAI,
(a) receive deferred cash payments totaling at least the allowed amount of such
Allowed Class CAI-2.03 Other Secured Claim, of a value,  as of the Consummation
Date,  of  at  least  the  value  of  such holder's interest in CAI's  Estate's
interest in the Collateral securing the  Allowed  Class  CAI-2.03 Other Secured
Claim,  (b)  upon  abandonment  by  CAI  receive the Collateral  securing  such
holder's Allowed Class CAI-2.03 Other Secured  Claim,  (c)  receive payments or
liens  amounting  to the indubitable equivalent of the value of  such  holder's
interest in CAI's Estate's  interest  in  the  Collateral  securing the Allowed
Class  CAI-2.03  Other  Secured Claim, (d) be Reinstated, or (e)  receive  such
other treatment as CAI and such holder shall have agreed upon in writing.

      .  CLASS CAI-3:  GENERAL UNSECURED CLAIMS

      Each holder of an Allowed  Class  CAI-3  General  Unsecured  Claim  shall
receive  in  full  satisfaction,  settlement,  release  and discharge of and in
exchange  for  such Allowed Class CAI-3 General Unsecured Claim,  in  the  sole
discretion of CAI,  (a)  treatment  that leaves unaltered the legal, equitable,
and contractual rights to which such  Allowed  Class  CAI-3  General  Unsecured
Claim  entitles  the  holder of such Claim; (b) notwithstanding any contractual
provision or applicable law that entitles the holder of such Allowed Class CAI-
3 General Unsecured Claim  to  demand  or  receive  accelerated payment of such
Claim  after the occurrence of a default, treatment that  (i)  cures  any  such
default  that  occurred before or after the Petition Date, other than a default
of  a  kind specified  in  Section  365(b)(2)  of  the  Bankruptcy  Code,  (ii)
reinstates  the maturity of such Allowed Class CAI-3 General Unsecured Claim as
such maturity existed before such default, (iii) compensates the holder of such
Allowed Class  CAI-3  General  Unsecured  Claim  for  any damages incurred as a
result of any reasonable reliance by such holder on such  contractual provision
or such applicable law, and (iv) does not otherwise alter the legal, equitable,
or contractual rights to which such Allowed Class CAI-3 General Unsecured Claim
entitles the holder of such Claim; or (c) such other treatment  as to which CAI
and such holder shall have agreed upon in writing.

      .  CLASS CAI-4:  INTERCOMPANY CLAIMS

      Each  holder  of  an  Allowed  Class  CAI-4  Intercompany Claim, in  full
satisfaction, settlement, release and discharge of and  in  exchange  for  such
Allowed  Class  CAI-4 Intercompany Claim, shall, in the sole discretion of CAI,
(a)  receive  treatment   that  leaves  unaltered  the  legal,  equitable,  and
contractual  rights  to which  such  Allowed  Class  CAI-4  Intercompany  Claim
entitles the holder of such Claim, (b) be Reinstated, or (c) receive such other
treatment as CAI and such holder have agreed upon in writing.

 .  IMPAIRED CLASSES OF CLAIMS AGAINST CAI

      .  CLASS CAI-5:  SENIOR NOTE CLAIMS

      On, or as soon as  reasonably  practicable  after,  the latest of (i) the
Distribution Date, (ii) the date such Class CAI-5 Senior Note  Claim becomes an
Allowed Class CAI-5 Senior Note Claim or (iii) the date such Class CAI-5 Senior
Note Claim becomes payable pursuant to any agreement between CAI and the holder
of  such Class CAI-5 Senior Note Claim, each holder of an Allowed  Class  CAI-5
Senior Note Claim shall receive, in full satisfaction, settlement, release, and
discharge  of  and  in exchange for such Allowed Class CAI-5 Senior Note Claim,
its Pro Rata share of (a) the New Senior Notes and (b) ninety-one percent (91%)
of the New Common Stock,  subject to dilution, to be issued pursuant to Article
IV.C of the Plan.  In addition,  on the Distribution Date or as soon thereafter
as practicable, each holder of an  Allowed  Class CAI-5 Senior Note Claim shall
receive  its Pro Rata share of the balance of  the  Senior  Note  Escrow  which
otherwise  would  have  been  payable  to  such  holder on September 1, 1998 in
accordance with the terms of the Senior Notes Indenture.

      .  CLASS CAI-6:  SUBORDINATED NOTE CLAIMS

      On, or as soon as reasonably practicable after,  the  later  of  (i)  the
Distribution  Date  or  (ii)  the date such Class CAI-6 Subordinated Note Claim
becomes an Allowed Class CAI-6  Subordinated  Note  Claim,  each  holder  of an
Allowed   Class   CAI-6   Subordinated   Note  Claim  shall  receive,  in  full
satisfaction, settlement, release, and discharge  of  and  in exchange for such
Allowed Class CAI-6 Subordinated Note Claim, its Pro Rata share of nine percent
(9%) of the New Common Stock to be issued pursuant to Article IV.C of the Plan.
In  consideration  of the treatment afforded its Class CAI-6 Subordinated  Note
Claim, the holder of  the 12% Subordinated Note shall be deemed to release each
Obligor Subsidiary of all obligations under the 12% Subordinated Note.

      .  CLASS CAI-7:  SECURITIES CLAIMS

            .  Class CAI-7.01:  Debt Securities Claims

      The  holders of Class  CAI-7.01  Debt  Securities  Claims  shall  not  be
entitled to,  and  shall  not,  receive  or  retain any property or interest in
property on account of such Claims.

            .  Class CAI-7.02:  Equity Securities Claims

      The  holders  of Class CAI-7.02 Equity Securities  Claims  shall  not  be
entitled to, and shall  not,  receive  or  retain  any  property or interest in
property on account of such Claims.

 .  IMPAIRED CLASS OF INTERESTS IN CAI

      CLASS CAI-8:  EQUITY SECURITIES INTERESTS

      The  holders  of  Class CAI-8 Equity Securities Interests  shall  not  be
entitled to, and shall not,  receive  or  retain  any  property  or interest in
property on account of such Interests.

 .  UNIMPAIRED CLASSES OF CLAIMS AGAINST PCT

      .  CLASS PCT-1:  OTHER PRIORITY CLAIMS

      On,  or  as soon as reasonably practicable after, the latest of  (i)  the
Distribution Date,  (ii) the date such Class PCT-1 Other Priority Claim becomes
an Allowed Class PCT-1 Other Priority Claim, or (iii) the date such Class PCT-1
Other Priority Claim  becomes payable pursuant to any agreement between PCT and
the holder of such Class  PCT-1 Other Priority Claim, each holder of an Allowed
Class  PCT-1  Other  Priority   Claim   shall  receive  in  full  satisfaction,
settlement, release, and discharge of and  in  exchange  for such Allowed Class
PCT-1 Other Priority Claim (a) Cash equal to the unpaid portion of such Allowed
Class PCT-1 Other Priority Claim or (b) such other treatment  as  to  which PCT
and such holder shall have agreed upon in writing.

      .  CLASS PCT-2:  SECURED CLAIMS

      Class PCT-2 consists of separate subclasses for each holder of a  Secured
Claim  secured  by  a security interest in or lien upon property in which PCT's
Estate has an interest.  Each subclass is deemed to be a separate Class for all
purposes under the Plan and the Bankruptcy Code.

      On, or as soon  as  reasonably  practicable  after, the latest of (i) the
Distribution  Date,  (ii) the date such Class PCT-2 Secured  Claim  becomes  an
Allowed Class PCT-2 Secured  Claim,  or (iii) the date such Class PCT-2 Secured
Claim becomes payable pursuant to any  agreement  between PCT and the holder of
such Class PCT-2 Secured Claim, each holder of an Allowed  Class  PCT-2 Secured
Claim will, in the sole discretion of PCT, (a) receive Cash in an amount  equal
to  such  Allowed Class PCT-2 Secured Claim, (b) receive deferred cash payments
totaling at least the allowed amount of such Allowed Class PCT-2 Secured Claim,
of a value, as of the Consummation Date, of at least the value of such holder's
interest in  PCT's  Estate's  interest  in  the collateral securing the Allowed
Class PCT-2 Secured Claim, (c) upon abandonment  by PCT, receive the collateral
securing such holder's Allowed Class PCT-2 Secured  Claim, (d) receive payments
or liens amounting to the indubitable equivalent of the  value of such holder's
interest  in  PCT's  Estate's interest in the collateral securing  the  Allowed
Class PCT-2 Secured Claim,  (e)  have  its  Allowed  Class  PCT-2 Secured Claim
Reinstated,  or  (f) receive such other treatment as PCT and such  holder  have
agreed upon in writing.

      .  CLASS PCT-3:  GENERAL UNSECURED CLAIMS

      Each holder  of  an  Allowed  Class  PCT-3  General Unsecured Claim shall
receive  in  full satisfaction, settlement, release and  discharge  of  and  in
exchange for such  Allowed  Class  PCT-3  General  Unsecured Claim, in the sole
discretion of PCT, (a) treatment that leaves unaltered  the  legal,  equitable,
and  contractual  rights  to  which  such Allowed Class PCT-3 General Unsecured
Claim entitles the holder of such Claim;  (b)  notwithstanding  any contractual
provision or applicable law that entitles the holder of such Allowed Class PCT-
3  General  Unsecured  Claim to demand or receive accelerated payment  of  such
Claim after the occurrence  of  a  default,  treatment  that (i) cures any such
default that occurred before or after the Petition Date,  other  than a default
of  a  kind  specified  in  Section  365(b)(2)  of  the  Bankruptcy  Code, (ii)
reinstates the maturity of such Allowed Class PCT-3 General Unsecured  Claim as
such maturity existed before such default, (iii) compensates the holder of such
Allowed  Class  PCT-3  General  Unsecured  Claim for any damages incurred as  a
result of any reasonable reliance by such holder  on such contractual provision
or such applicable law, and (iv) does not otherwise alter the legal, equitable,
or contractual rights to which such Allowed Class PCT-3 General Unsecured Claim
entitles the holder of such Claim; or (c) such other  treatment as to which PCT
and such holder shall have agreed upon in writing.

      .  CLASS PCT-4:  INTERCOMPANY CLAIMS

      Each  holder  of  an  Allowed  Class PCT-4 Intercompany  Claim,  in  full
satisfaction, settlement, release and  discharge  of  and  in exchange for such
Allowed Class PCT-4 Intercompany Claim, shall, in the sole discretion  of  PCT,
(a)   receive  treatment  that  leaves  unaltered  the  legal,  equitable,  and
contractual  rights  to  which  such  Allowed  Class  PCT-4  Intercompany Claim
entitles the holder of such Claim, (b) be Reinstated, or (c) receive such other
treatment as PCT and such holder have agreed upon in writing.

 .  IMPAIRED CLASS OF CLAIMS AGAINST PCT (ENTITLED TO VOTE ON THE PLAN)

      CLASS PCT-5:  SUBORDINATED NOTE CLAIMS

      On  the  Distribution  Date,  or as soon thereafter as practicable,  each
Allowed  Class  PCT-5  Subordinated Note  Claim  shall  be  fully  and  finally
satisfied by the satisfaction  of  the applicable Class CAI-6 Subordinated Note
Claim in accordance with Article III.C.2 of the Plan.

 .  UNIMPAIRED CLASS OF INTERESTS IN  PCT (DEEMED TO HAVE ACCEPTED THE PLAN AND,
THEREFORE, NOT ENTITLED TO VOTE)

      CLASS PCT-6:  EQUITY SECURITIES INTERESTS

      On  the Distribution Date, each Allowed  Class  PCT-6  Equity  Securities
Interest shall be Reinstated.

 .  SPECIAL PROVISION REGARDING UNIMPAIRED CLAIMS

      Except  as  otherwise  provided  in  the  Plan,  nothing shall affect the
Debtors' or Reorganized Debtors' rights and defenses, both legal and equitable,
with  respect  to  any Unimpaired Claims, including, but not  limited  to,  all
rights with respect  to  legal and equitable defenses to Setoffs or recoupments
against Unimpaired Claims.



 .  ACCRUAL OF POST-PETITION INTEREST

      Interest on and fees  and expenses, if any, with respect to Allowed Class
CAI-2  and  Class PCT-2 Secured  Claims,  including,  but  limited  to,  unpaid
professional  fees due the holders of such Claims, shall be paid when due under
the contract, agreement, or other instrument governing the terms and conditions
of the obligation  comprising  such Allowed Claim, together with any additional
amounts required to be paid with  respect  to  Unimpaired  Claims  pursuant  to
Section  1124  of  the  Bankruptcy  Code.   Except as otherwise provided above,
elsewhere in this Plan, or in an order of the Bankruptcy Court, no holder of an
Allowed  Unsecured  Claim shall be entitled to  the  accrual  of  post-petition
interest or the payment  by the Debtors or Reorganized Debtors of post-petition
interest on account of such Claim for any purpose.


                                      ARTICLE .

                        MEANS FOR IMPLEMENTATION OF THE PLAN

 .  CONTINUED CORPORATE EXISTENCE

      CAI,  PCT,  and  the Subsidiaries  shall  continue  to  exist  after  the
Consummation  Date as separate  corporate  entities,  in  accordance  with  the
applicable law  in  the respective jurisdictions in which they are incorporated
and pursuant to their  respective  certificates of incorporation and by-laws in
effect prior to the Consummation Date,  except  to the extent such certificates
of incorporation and by-laws are amended by this Plan.

 .  CORPORATE ACTION

      .  CANCELLATION OF EXISTING SECURITIES AND AGREEMENTS

      On the Consummation Date, except as otherwise  provided  for  herein, (i)
the  Existing  Securities  and  any  other  note,  bond,  indenture,  or  other
instrument or document evidencing or creating any indebtedness or obligation of
a  Debtor,  except  such  notes or other instruments evidencing indebtedness or
obligations of a Debtor that  are Reinstated under the Plan, shall be canceled,
and (ii) the obligations of the  Debtors  under  any  agreements, indentures or
certificates of designations governing the Existing Securities  and  any  other
note,  bond,  indenture  or other instrument or document evidencing or creating
any  indebtedness or obligation  of  a  Debtor,  except  such  notes  or  other
instruments  evidencing  indebtedness  or  obligations  of  a  Debtor  that are
Reinstated  under  the Plan, as the case may be, shall be discharged; PROVIDED,
HOWEVER, that each indenture  or other agreement that governs the rights of the
holder of a Claim and that is administered  by  an indenture trustee, an agent,
or a servicer shall continue in effect solely for  the purposes of (i) allowing
such indenture trustee, agent, or servicer to make the distributions to be made
on account of such Claims under the Plan as provided  in Article III hereof and
(ii)  permitting  such indenture trustee, agent, or servicer  to  maintain  any
rights or liens it  may  have for fees, costs and expenses under such indenture
or other agreement; PROVIDED,  FURTHER,  that  the provisions of clause (ii) of
this paragraph shall not affect the discharge of the Debtors' liabilities under
the Bankruptcy Code and the Confirmation Order or  result  in  any  expense  or
liability  to  any  Reorganized  Debtor.   No Reorganized Debtor shall have any
obligations to any indenture trustee, agent  or  servicer (or to any Disbursing
Agent replacing such indenture trustee, agent or servicer)  for any fees, costs
or  expenses,  except  as expressly provided in this Article IV.B.1;  PROVIDED,
HOWEVER, that nothing herein  shall  preclude  such indenture trustee, agent or
servicer (or any Disbursing Agent replacing such  indenture  trustee,  agent or
servicer)  from  being  paid  or  reimbursed for pre-petition and post-petition
fees, costs and expenses from the distributions  until  payment in full of such
fees, costs or expenses that are governed by the respective  indenture or other
agreement in accordance with the provisions set forth therein.

      Any actions taken by an indenture trustee, an agent, or  a  servicer that
are  not  for the purposes authorized in this Article IV.B.1 of the Plan  shall
not be binding upon the Debtors.  Notwithstanding the foregoing, any Debtor may
terminate any  indenture  or other governing agreement and the authority of any
indenture trustee, agent, or  servicer  to  act thereunder at any time, with or
without cause, by giving five (5) days written  notice  of  termination  to the
indenture trustee, agent, or servicer. If distributions under the Plan have not
been  completed  at the time of termination of the indenture or other governing
agreement, the applicable  Debtor  shall designate a Disbursing Agent to act in
place of the indenture trustee, agent,  or servicer, and the provisions of this
Article IV.B.1 shall be deemed to apply to the new distribution agent.



      .  CERTIFICATE OF INCORPORATION AND BY-LAWS

      The certificate of incorporation and  by-laws  of  each  Debtor  shall be
amended  as  necessary to satisfy the provisions of the Plan and the Bankruptcy
Code and shall  include,  among other things, pursuant to Section 1123(a)(6) of
the Bankruptcy Code, (x) a  provision  prohibiting  the  issuance of non-voting
equity  securities,  and  if applicable (y) a provision as to  the  classes  of
securities issued pursuant  to  the Plan or thereafter possessing voting power,
for an appropriate distribution of such power among such classes, including, in
the case of any class of equity securities  having  a  preference  over another
class  of equity securities with respect to dividends, adequate provisions  for
the election  of  directors  representing  such preferred class in the event of
default  in  the payment of such dividends.  The  Amended  CAI  Certificate  of
Incorporation shall also include, among other things, a provision authorizing a
capital stock  of  25  million  shares  of New Common Stock, $.01 par value per
share.

 .  CAI'S RESTRUCTURING TRANSACTIONS

      .  NEW SECURITIES

            .  Authorization

      As of the Consummation Date, the issuance  by Reorganized CAI of (i) $100
million in principal amount of New Senior Notes, (ii)  up  to 25 million shares
of New Common Stock, and (iii) New Options to purchase up to  10.5%  of the New
Common  Stock,  on  a fully diluted basis, is hereby authorized without further
act or action under applicable law, regulation, order or rule.

            .  Issuance

      The New Securities  authorized pursuant to Article IV.C.1 hereof shall be
issued by Reorganized CAI pursuant  to  the  Plan without further act or action
under applicable law, regulation, order or rule,  as follows:  (i) $100 million
in principal amount of New Senior Notes shall be issued  to  the holders of the
Senior Notes; (ii)  ninety-one percent (91%) of the New Common  Stock  shall be
issued  to the holders of the Senior Notes; (iii) nine percent (9%) of the  New
Common Stock shall be issued to the holders of the Subordinated Notes; (iv) the
Management  Options shall be issued to the Management Option Plan Participants,
and (v) the BT Alex. Brown Option shall be issued to BT Alex. Brown.

            .  Reserve

      Reorganized  CAI shall reserve 1.5 million shares of the New Common Stock
for issuance pursuant  to  the  Management Option Plan and 75,000 shares of the
New Common Stock for issuance pursuant  to  the  BT Alex. Brown Option, in each
case without further act or action under applicable  law,  regulation, order or
rule.

      .  REGISTRATION RIGHTS

      Reorganized CAI and certain holders of shares of New Common Stock who may
be deemed to be "underwriters" or "affiliates" for purposes  of  the Securities
Act  shall  enter  into  the Registration Rights Agreement on or prior  to  the
Consummation Date.  Pursuant  to the Registration Rights Agreement, Reorganized
CAI shall agree to file with the  SEC, as soon as practicable after receiving a
request from the holders of not less than 10% of the shares of New Common Stock
(subject to adjustments for stock splits), a registration statement on Form S-1
or Form S-3, if use of such a form  is  then  available,  to  cover  resales of
Registrable  Securities  by  the holders thereof who satisfy certain conditions
relating to the provision of information  in  connection with such registration
statement.

      .  NEW SENIOR SECURED FACILITY

      The Debtors, together with the non-Debtor  Subsidiaries,  expect to enter
into one or more post-confirmation loan facilities, which may be the New Senior
Secured  Facility,  in  order  to  (a)  refinance  amounts  outstanding on  the
Consummation Date under the DIP  Facility, (b) make other payments  required to
be made on the Consummation Date or the Distribution Date, and (c) provide  the
additional  borrowing  capacity  required  by  the  Reorganized Debtors and the
Subsidiaries following the Consummation Date to maintain their operations.  The
Debtors further expect that (x) the New Senior Secured  Facility or other post-
confirmation loan facilit(ies), may consist of two tranches  of  secured  debt,
the first tranche secured by a first priority lien on and security interest  in
substantially all of Reorganized CAI's assets and the second tranche secured by
a  second priority lien on and security interest in the same assets and (y) the
lender(s)  under  the New Senior Secured Facility may require a market interest
rate and an equity stake in Reorganized CAI.

 .  SALE OF MDU ASSETS BY PCT

      .  SALE OF THE MDU ASSETS

      The Debtors have entered into a binding letter of intent (the ALOI@) with
OnePoint providing  for  the sale by the Debtors to OnePoint of PCT's and CAI's
MDU Assets.  The proposed  purchase price for the MDU Assets is $6 million, 92%
of which will be delivered to  the  Debtors  at closing and 8% of which will be
held in escrow for a period up to 6 months, pending  the  technical  conversion
required to convert the multi-dwelling units to OnePoint's distribution system.
Consummation  of  the  transactions  contemplated by the LOI is subject to  the
satisfaction of a variety of conditions, including Bankruptcy Court approval.

      .  USE OF PROCEEDS OF SALE

      The Reorganized Debtors shall use  a  portion of the proceeds of the sale
of  the  MDU Assets to establish and fund a Distribution  Reserve  for  and  on
account of  certain  Disputed  Claims against PCT.  All sale proceeds remaining
after the establishment and funding  of  the Distribution Reserve shall be used
by the Reorganized Debtors, first to fund  distributions  required  to  be made
under the Plan, and second, for general working capital purposes.

 .  DIRECTORS AND OFFICERS

      The  existing  officers  of  the  Debtors  shall serve initially in their
current capacities after the Consummation Date.  On  the Consummation Date, the
term  of  the  current  board of directors of each Debtor  shall  expire.   The
Debtors anticipate that the boards of directors of the Reorganized Debtors will
include two (2) members of  current  management of CAI.  The composition of the
remainder of the boards of the Reorganized  Debtors  will  be determined by the
Debtors and the Unofficial Noteholders' Committee, subject to  the requirements
of  Section 1129(a)(5) of the Bankruptcy Code.  The Debtors and the  Unofficial
Noteholders'  Committee  intend  to announce prior to the Confirmation Date the
identities of any individuals proposed to serve as directors or officers of the
Reorganized Debtors.  If and to the  extent  possible,  the  identities of such
individuals  will  be  announced  by inclusion of a list of proposed  directors
and/or officers in the Plan Supplement, which will be filed with the Bankruptcy
Court  at  least  five (5) Business Days  prior  to  the  commencement  of  the
Confirmation Hearing.  The boards of directors of the Reorganized Debtors shall
have the responsibility  for  the  management,  control,  and  operation of the
Reorganized Debtors on and after the Consummation Date.

 .  REVESTING OF ASSETS

      The property of each Debtor's Estate, together with any property  of each
Debtor that is not property of its Estate and that is not specifically disposed
of  pursuant  to  the  Plan,  shall  revest  in  the  applicable  Debtor on the
Confirmation  Date.  Thereafter, each Debtor may operate its business  and  may
use,  acquire, and  dispose  of  property  free  of  any  restrictions  of  the
Bankruptcy  Code,  the  Bankruptcy  Rules, and the Bankruptcy Court.  As of the
Confirmation Date, all property of each  Debtor  shall be free and clear of all
Claims  and  Interests, except as specifically provided  in  the  Plan  or  the
Confirmation Order.   Without  limiting  the  generality of the foregoing, each
Debtor may, without application to or approval  by  the  Bankruptcy  Court, pay
fees  that  it  incurs  after  the Confirmation Date for professional fees  and
expenses.

 .  PRESERVATION OF RIGHTS OF ACTION; SETTLEMENT OF LITIGATION CLAIMS

      Except as otherwise provided  in  this Plan or the Confirmation Order, or
in any contract, instrument, release, indenture or other agreement entered into
in  connection  with  the  Plan, in accordance  with  Section  1123(b)  of  the
Bankruptcy Code, the Reorganized  Debtors shall retain and may enforce, sue on,
settle, or compromise (or decline to  do  any  of  the  foregoing)  all claims,
rights  or  causes  of  action,  suits,  and proceedings, whether in law or  in
equity, whether known or unknown, that the  Debtors  or  the  Estates  may hold
against any Person or entity.  Each Debtor or its successor(s) may pursue  such
retained  claims,  rights  or  causes  of  action,  suits,  or  proceedings  as
appropriate, in accordance with the best interests of the Reorganized Debtor or
its successor(s) who hold such rights.



 .  EXCLUSIVITY PERIOD

      The Debtors shall retain the exclusive right to amend or modify the Plan,
and  to  solicit acceptances of any amendments to or modifications of the Plan,
through and until the Consummation Date.

 .  EFFECTUATING DOCUMENTS; FURTHER TRANSACTIONS

      The  chairman  of  the  board  of  directors,  president, chief financial
officer, or any other appropriate officer of CAI or PCT,  as  the  case may be,
shall  be  authorized  to  execute,  deliver,  file,  or record such contracts,
instruments, releases, indentures, and other agreements  or documents, and take
such  actions  as  may  be necessary or appropriate to effectuate  and  further
evidence the terms and conditions  of  the  Plan.   The  secretary or assistant
secretary of CAI or PCT, as the case may be, shall be authorized  to certify or
attest to any of the foregoing actions.

 .  TERMINATION OF DIP FACILITY

      To the extent not amended and restated with the express consent  of MLGAF
as  a part of any post-confirmation financing procured by CAI, the DIP Facility
shall  be terminated and of no further force and effect upon payment in full on
or one Business  Day  after  the  Consummation  Date,  except  as  necessary to
evidence and maintain the liens and security interests granted pursuant  to (i)
any  Final  Order  authorizing  CAI's  entry into the DIP Facility and (ii) the
various agreements approved thereby; PROVIDED,  HOWEVER,  that  the  liens  and
security  interests  securing  the  DIP Facility shall remain in full force and
effect until the DIP Facility is repaid in full in cash.

 .  EXEMPTION FROM CERTAIN TRANSFER TAXES

      Pursuant to Section 1146(c) of  the Bankruptcy Code, any transfers from a
Debtor to a Reorganized Debtor or any other  Person  or  entity pursuant to the
Plan shall not be subject to any document recording tax, stamp  tax, conveyance
fee, intangibles or similar tax, mortgage tax, stamp act, real estate  transfer
tax,  mortgage  recording  tax or other similar tax or governmental assessment,
and  the  Confirmation  Order shall  direct  the  appropriate  state  or  local
governmental officials or  agents  to  forego the collection of any such tax or
governmental assessment and to accept for  filing  and  recordation  any of the
foregoing instruments or other documents without the payment of any such tax or
governmental assessment.


                                      ARTICLE .

                         ACCEPTANCE OR REJECTION OF THE PLAN

 .  CLASSES ENTITLED TO VOTE

      Each  Impaired  Class  of  Claims  that  will  (or may) receive or retain
property or any interest in property under the Plan, I.E.,  Classes CAI-5, CAI-
6,  and  PCT-5,  shall  be entitled to vote to accept or reject the  Plan.   By
operation of law, each Unimpaired  Class  of  Claims is deemed to have accepted
the Plan and, therefore, is not entitled to vote  to accept or reject the Plan.
Because  holders  of  Class  CAI-7  Securities Claims and  Class  CAI-8  Equity
Securities Interests are not entitled  to  receive or retain any property under
the Plan, Classes CAI-7 and CAI-8 are presumed  to  have rejected the Plan and,
therefore, shall not be entitled to vote on the Plan.

 .  ACCEPTANCE BY IMPAIRED CLASSES

      An  Impaired Class of Claims shall have accepted  the  Plan  if  (i)  the
holders (other  than  any  holder  designated  under  Section  1126(e)  of  the
Bankruptcy  Code)  of  at  least  two-thirds  in  amount  of the Allowed Claims
actually  voting  in  such  Class have voted to accept the Plan  and  (ii)  the
holders  (other  than  any holder  designated  under  Section  1126(e)  of  the
Bankruptcy Code) of more than one-half in number of the Allowed Claims actually
voting in such Class have voted to accept the Plan.



 .  CRAMDOWN

      CAI shall request  Confirmation  of  the Plan, as it may be modified from
time to time, under Section 1129(b) of the Bankruptcy  Code.   CAI reserves the
right to modify the Plan to the extent, if any, that Confirmation  pursuant  to
Section 1129(b) of the Bankruptcy Code requires modification.


                                      ARTICLE .

                               SECURITIES TO BE ISSUED
                             IN CONNECTION WITH THE PLAN

      On  or  before  the  Distribution  Date,  Reorganized CAI shall issue for
distribution in accordance with the provisions of  the  Plan  all  of  the  New
Senior  Notes,  the New Common Stock, and New Options required for distribution
or sale pursuant  to  the  provisions of the Plan.  All securities to be issued
will be deemed issued as of  the  Distribution  Date  regardless of the date on
which they are actually distributed.  The form of indenture  governing  the New
Senior  Notes  shall  be  included  in the Plan Supplement as Exhibit D to this
Plan.   A description of the terms of  the  New  Common  Stock  and  Management
Options are  included  in  Exhibits E and F, annexed to and incorporated in the
Plan, respectively.


                                      ARTICLE .

                         PROVISIONS GOVERNING DISTRIBUTIONS

 .  DISTRIBUTIONS FOR CLAIMS ALLOWED AS OF THE CONSUMMATION DATE

      Except as otherwise provided  herein  or  as  ordered  by  the Bankruptcy
Court, distributions to be made on account of Claims that are Allowed Claims as
of  the  Consummation Date shall be made on the Distribution Date, or  as  soon
thereafter  as  practicable.   The  New Securities to be issued under this Plan
shall be deemed issued as of the Distribution  Date  regardless  of the date on
which they are actually distributed.  Distributions on account of  Claims  that
first  become Allowed Claims after the Consummation Date shall be made pursuant
to Articles III, VII, and IX of this Plan.

 .  INTEREST ON CLAIMS

      Unless   otherwise   specifically  provided  for  in  this  Plan  or  the
Confirmation Order, or required  by  applicable  bankruptcy  law, post-petition
interest shall not accrue or be paid on Claims, and no holder  of a Claim shall
be  entitled to interest accruing on or after the Petition Date on  any  Claim.
Interest  shall not accrue or be paid upon any Disputed Claim in respect of the
period from  the Petition Date to the date a final distribution is made thereon
if and after such Disputed Claim becomes an Allowed Claim.

 .  DISBURSING AGENT

      The Disbursing  Agent  shall  make  all distributions required under this
Plan (subject to the provisions of Articles  III,  VII,  and  IX hereof) except
with  respect  to  a  holder  of a Claim whose distribution is governed  by  an
indenture or other agreement and  is  administered  by  an  indenture  trustee,
agent, or servicer, which distributions shall be deposited with the appropriate
indenture trustee, agent, or servicer, who shall deliver such distributions  to
the  holders  of  Claims in accordance with the provisions of this Plan and the
terms of the relevant indenture or other governing agreement.

      If the Disbursing  Agent  is an independent third party designated by the
Reorganized Debtors to serve in such  capacity,  such  Disbursing  Agent  shall
receive, without further Bankruptcy Court approval, reasonable compensation for
distribution  services  rendered  pursuant  to  the  Plan  and reimbursement of
reasonable  out-of-pocket  expenses incurred in connection with  such  services
from the Reorganized Debtors  on  terms  acceptable to the Reorganized Debtors.
No Disbursing Agent shall be required to give  any  bond  or  surety  or  other
security  for  the  performance  of  its duties unless otherwise ordered by the
Bankruptcy Court.  If otherwise so ordered, all costs and expenses of procuring
any such bond shall be paid by the Reorganized Debtors.



 .  SURRENDER OF SECURITIES OR INSTRUMENTS

      On or before the Distribution Date, or as soon as practicable thereafter,
each holder of an instrument evidencing  a  Claim on account of Debt Securities
which  are  not  being  Reinstated  (a  "Certificate")   shall  surrender  such
Certificate to the Disbursing Agent, or, with respect to indebtedness  that  is
governed  by an indenture or other agreement, the respective indenture trustee,
agent, or servicer,  as  the  case  may  be,  and  such  Certificate  shall  be
cancelled.  No distribution of property hereunder shall be made to or on behalf
of  any  such  holder  unless  and  until  such  Certificate is received by the
Disbursing Agent or the respective indenture trustee,  agent,  or  servicer, as
the  case  may  be,  or  the  unavailability  of such Certificate is reasonably
established  to  the satisfaction of the Disbursing  Agent  or  the  respective
indenture trustee, agent, or servicer, as the case may be.  Any such holder who
fails to surrender  or  cause  to  be  surrendered such Certificate or fails to
execute and deliver an affidavit of loss  and indemnity reasonably satisfactory
to  the  Disbursing  Agent  or  the  respective indenture  trustee,  agent,  or
servicer, as the case may be, prior to  the  second  (2{nd}) anniversary of the
Consummation Date, shall be deemed to have forfeited all  rights  and Claims in
respect  of  such  Certificate  and  shall  not participate in any distribution
hereunder,  and  all  property  in  respect  of  such  forfeited  distribution,
including   interest   accrued  thereon,  shall  revert  to   Reorganized   CAI
notwithstanding any federal or state escheat laws to the contrary.

 .  INSTRUCTIONS TO DISBURSING AGENT

      Prior to any distribution  on account of a Class CAI-5 Senior Note Claim,
the Indenture Trustee, agent, or servicer  of the Senior Notes shall (i) inform
the Disbursing Agent as to the amount of properly  surrendered Senior Notes and
(ii) instruct the Disbursing Agent, in a form and manner  that  the  Disbursing
Agent  reasonably  determines to be acceptable, of the names of the holders  of
Allowed Class CAI-5 Senior Note Claims, and the face amount of New Senior Notes
and/or number of shares of New Common Stock, , as the case may be, to be issued
and distributed to or  on  behalf of such holders of Allowed Class CAI-5 Senior
Note Claims in exchange for properly surrendered Senior Notes.

 .  SERVICES OF INDENTURE TRUSTEES, AGENTS, AND SERVICERS

      The services, with respect  to  consummation  of  the  Plan, of indenture
trustees,  agents,  and  servicers  under indentures and other agreements  that
govern the rights of holders of Claims, shall be as set forth in Article IV.B.1
and elsewhere in the Plan.

 .  RECORD DATE FOR DISTRIBUTIONS TO HOLDERS OF DEBT SECURITIES

      At the close of business on the  Distribution  Record  Date, the transfer
ledgers for the Debt Securities shall be closed, and there shall  be no further
changes in the record holders of the Debt Securities.  Reorganized  CAI and the
Disbursing Agent, if any, shall have no obligation to recognize any transfer of
such Debt Securities occurring after the Distribution Record Date and  shall be
entitled  instead  to  recognize  and deal for all purposes hereunder with only
those record holders stated on the transfer ledgers as of the close of business
on the Distribution Record Date.

 .  MEANS OF CASH PAYMENT

      Cash payments made pursuant to  this  Plan shall be in U.S. funds, by the
means  agreed  to  by  the  payor and the payee, including  by  check  or  wire
transfer, or, in the absence  of  an  agreement,  such  commercially reasonable
manner as the payor shall determine in its sole discretion;  PROVIDED, HOWEVER,
that  any  cash  payment  in  excess  of $1,000,000 shall, notwithstanding  the
foregoing, be effected by wire transfer.

 .  CALCULATION OF DISTRIBUTION AMOUNTS OF NEW COMMON STOCK

      No fractional shares of New Common  Stock  shall be issued or distributed
under  the  Plan  or  by  Reorganized  CAI or any Disbursing  Agent,  indenture
trustee, agent, or servicer.  Each Person  entitled to receive New Common Stock
will receive the total number of whole shares of New Common Stock to which such
Person is entitled.  Whenever any distribution  to  a  particular  Person would
otherwise  call for distribution of a fraction of a share of New Common  Stock,
the Disbursing  Agent shall allocate separately one whole share to such Persons
in order of the fractional  portion  of  their  entitlements, starting with the
largest such fractional portion, until all remaining  whole  shares  have  been
allocated.   Upon the allocation of a whole share to a Person in respect of the
fractional portion  of  its  entitlement,  such  fractional  portion  shall  be
cancelled.    If   two  or  more  Persons  are  entitled  to  equal  fractional
entitlements and the  number of Persons so entitled exceeds the number of whole
shares which remain to  be  allocated,  the Disbursing Agent shall allocate the
remaining whole shares to such holders by  random  lot  or such other impartial
method as the Disbursing Agent deems fair.  Upon the allocation  of  all of the
whole  shares  authorized under the Plan, all remaining fractional portions  of
the entitlements  shall  be  cancelled  and  shall  be  of no further force and
effect.

 .  DELIVERY OF DISTRIBUTIONS

      Distributions  to  holders  of  Allowed  Claims  shall  be  made  by  the
Disbursing Agent or the appropriate indenture trustee, agent, or  servicer,  as
the case may be, (a) at the addresses set forth on the proofs of Claim filed by
such  holders  (or  at  the last known addresses of such holders if no proof of
Claim is filed or if the  Debtors  have  been notified of a change of address),
(b)  at  the  addresses set forth in any written  notices  of  address  changes
delivered to the Disbursing Agent after the date of any related proof of Claim,
(c) at the addresses  reflected  in the Schedules if no proof of Claim has been
filed and the Disbursing Agent has not received a written notice of a change of
address, or (d) in the case of the  holder  of  a  Claim that is governed by an
indenture  or  other  agreement and is administered by  an  indenture  trustee,
agent, or servicer, at  the addresses contained in the official records of such
indenture trustee, agent,  or  servicer, or (e) at the addresses set forth in a
properly  completed  letter  of transmittal  accompanying  securities  properly
remitted  to  the  Debtors.   If  any  holder's  distribution  is  returned  as
undeliverable, no further distributions to such holder shall be made unless and
until  the Disbursing Agent or the appropriate  indenture  trustee,  agent,  or
servicer  is  notified of such holder's then current address, at which time all
missed distributions shall be made to such holder without interest.  Amounts in
respect of undeliverable distributions made through the Disbursing Agent or the
indenture trustee,  agent,  or  servicer,  shall be returned to the Reorganized
Debtors until such distributions are claimed.   All  claims  for  undeliverable
distributions must be made on or before the second (2{nd}) anniversary  of  the
Consummation  Date, after which date all unclaimed property shall revert to the
Reorganized Debtors  free  of  any  restrictions  thereon  and the claim of any
holder  or  successor  to  such holder with respect to such property  shall  be
discharged and forever barred,  notwithstanding  any  federal  or state escheat
laws to the contrary.

 .  FRACTIONAL DOLLARS; DE MINIMIS DISTRIBUTIONS

      Any other provision of the Plan notwithstanding, payments of fractions of
dollars shall not be made. Whenever any payment of a fraction of a dollar under
the Plan would otherwise be called for, the actual payment made shall reflect a
rounding of such fraction to the nearest whole dollar (up or down),  with  half
dollars  being  rounded  down.  The Disbursing Agent, or any indenture trustee,
agent, or servicer, as the case may be, shall not make any payment of less than
twenty-five  dollars ($25.00) with  respect  to  any  Claim  unless  a  request
therefor is made in writing to such Disbursing Agent, indenture trustee, agent,
or servicer, as the case may be.

 .  WITHHOLDING AND REPORTING REQUIREMENTS

      In connection  with  this  Plan  and  all  distributions  hereunder,  the
Disbursing  Agent  shall,  to  the  extent  applicable,  comply  with  all  tax
withholding and reporting requirements imposed by any federal, state, local, or
foreign  taxing  authority, and all distributions hereunder shall be subject to
any such withholding and reporting requirements.  The Disbursing Agent shall be
authorized to take  any and all actions that may be necessary or appropriate to
comply with such withholding and reporting requirements.

 .  SETOFFS

      The Reorganized  Debtors  may,  but  shall  not  be  required to, set off
against any Claim, and the payments or other distributions to  be made pursuant
to the Plan in respect of such Claim, claims of any nature whatsoever  that the
Debtors  or  Reorganized  Debtors  may  have  against the holder of such Claim;
PROVIDED, HOWEVER, that neither the failure to  do  so nor the allowance of any
Claim hereunder shall constitute a waiver or release by the Reorganized Debtors
of any such claim that the Debtors or Reorganized Debtors may have against such
holder.



                                      ARTICLE .

                          TREATMENT OF EXECUTORY CONTRACTS
                                AND UNEXPIRED LEASES

 .  ASSUMED CONTRACTS AND LEASES

      Except as otherwise provided in the Plan, or in any contract, instrument,
release, indenture or other agreement or document entered  into  in  connection
with the Plan, as of the Consummation Date each Debtor shall be deemed  to have
assumed  each  executory  contract  and unexpired lease to which it is a party,
unless such contract or lease (i) was  previously  assumed  or rejected by such
Debtor,  (ii) previously expired or terminated pursuant to its  own  terms,  or
(iii) is the  subject of a motion to reject filed on or before the Confirmation
Date.  The Confirmation Order shall constitute an order of the Bankruptcy Court
under Section 365  of  the  Bankruptcy  Code  approving  the contract and lease
assumptions described above, as of the Consummation Date.

      Each executory contract and unexpired lease that is  assumed  and relates
to the use, ability to acquire, or occupancy of real property shall include (a)
all  modifications,  amendments, supplements, restatements, or other agreements
made directly or indirectly  by  any  agreement,  instrument, or other document
that in any manner affect such executory contract or  unexpired  lease  and (b)
all  executory  contracts  or  unexpired  leases  appurtenant  to the premises,
including  all  easements,  licenses, permits, rights, privileges,  immunities,
options, rights of first refusal,  powers, uses, usufructs, reciprocal easement
agreements, vaults, tunnel or bridge  agreements  or  franchises, and any other
interests in real estate or rights IN REM related to such  premises, unless any
of  the  foregoing  agreements has been rejected pursuant to an  order  of  the
Bankruptcy Court.

 .  PAYMENTS RELATED TO ASSUMPTION OF CONTRACTS AND LEASES

      Any monetary amounts by which each executory contract and unexpired lease
to be assumed pursuant  to  the  Plan  is  in default shall be satisfied, under
Section 365(b)(1) of the Bankruptcy Code, at  the option of the Debtor party to
the  contract  or  lease  or the assignee of such Debtor  party  assuming  such
contract or lease, by Cure.   If there is a dispute regarding (i) the nature or
amount of any Cure, (ii) the ability  of any Reorganized Debtor or any assignee
to provide "adequate assurance of future  performance"  (within  the meaning of
Section 365 of the Bankruptcy Code) under the contract or lease to  be assumed,
or (iii) any other matter pertaining to assumption, Cure shall occur  following
the  entry  of a Final Order resolving the dispute and approving the assumption
or assumption and assignment, as the case may be.

 .  REJECTED CONTRACTS AND LEASES

      Except  as otherwise provided in the Plan or in any contract, instrument,
release, indenture  or  other  agreement or document entered into in connection
with the Plan, none of the executory  contracts  and  unexpired leases to which
the Debtors, or either of them, are a party shall be rejected  under  the Plan;
PROVIDED, HOWEVER, that the Debtors reserve the right, at any time prior to the
Confirmation Date, to seek to reject any executory contract or unexpired  lease
to which they, or either of them, are a party.

 .  BAR TO REJECTION DAMAGES

      If  the  rejection  by a Debtor, pursuant to the Plan or otherwise, of an
executory  contract  or  unexpired  lease  results  in  a  Claim  that  is  not
theretofore evidenced by a timely filed proof of Claim or a proof of Claim that
is deemed to be timely filed  under  applicable  law,  then such Claim shall be
forever barred and shall not be enforceable against any  Debtor  or Reorganized
Debtor, or the properties of any of them, unless a proof of Claim is filed with
the clerk of the Bankruptcy Court and served on counsel for the Debtors  within
thirty  (30)  days  after  service of the earlier of (i) notice of entry of the
Confirmation  Order  or  (ii) other  notice  that  the  executory  contract  or
unexpired lease has been rejected.

 .  COMPENSATION AND BENEFIT PROGRAMS

      . Except  and to the  extent  previously  assumed  by  an  order  of  the
Bankruptcy Court on or before the Confirmation Date, and except as set forth in
(2) below, all employee  compensation  and  benefit  programs  of  the Debtors,
including  programs  subject to Sections 1114 and 1129(a)(13) of the Bankruptcy
Code, entered into before  or after the Petition Date and not since terminated,
shall be deemed to be, and shall  be  treated  as  though  they  are, executory
contracts  that are assumed under Article VIII.A of the Plan, but only  to  the
extent that  rights under such programs are held by a Debtor or Persons who are
employees of a Debtor as of the Confirmation Date, and the Debtors' obligations
under  such  programs  to  persons  who  are  employees  of  a  Debtor  on  the
Confirmation Date  shall  survive  confirmation  of  this  Plan, except for (i)
executory contracts or plans specifically rejected pursuant to the Plan (to the
extent  such  rejection does not violate Sections 1114 and 1129(a)(13)  of  the
Bankruptcy Code)  and (ii) executory contracts or plans as have previously been
rejected, are the subject  of  a  motion  to  reject, or have been specifically
waived by the beneficiaries of any plans or contracts;  PROVIDED, HOWEVER, that
the Debtors' obligations, if any, to pay all "retiree benefits"  as  defined in
Section 1114(a) of the Bankruptcy Code shall continue.

      . Notwithstanding the foregoing, the Employment Agreements to be  entered
into  with the Key Employees on the Consummation Date shall amend and supersede
any other  employment agreements and severance plans with or for the benefit of
the Key Employees,  and, as amended, shall be assumed pursuant to the Plan.  On
the Consummation Date, the Severance Plan shall be terminated.


                                      ARTICLE .

                         PROCEDURES FOR RESOLVING DISPUTED,
                        CONTINGENT, AND UNLIQUIDATED CLAIMS

 .  OBJECTION DEADLINE; PROSECUTION OF OBJECTIONS

      As soon as practicable,  but  in  no  event later than 120 days after the
Consummation Date (unless extended by an order  of  the  Bankruptcy Court), the
Debtors or Reorganized Debtors, as the case may be, shall  file  objections  to
Claims  with the Bankruptcy Court and serve such objections upon the holders of
each of the  Claims  to  which  objections are made.  Nothing contained herein,
however, shall limit the Reorganized  Debtors'  right  to  object to Claims, if
any, filed or amended more than 120 days after the Consummation Date.

 .  NO DISTRIBUTIONS PENDING ALLOWANCE

      Notwithstanding  any  other  provision  of  the  Plan,  no  payments   or
distributions  shall  be  made with respect to all or any portion of a Disputed
Claim unless and until all  objections to such Disputed Claim have been settled
or withdrawn or have been determined by Final Order, and the Disputed Claim, or
some portion thereof, has become an Allowed Claim.

 .  DISTRIBUTION RESERVE

      .  The Disbursing Agent  shall withhold the Distribution Reserve from the
Cash, New Senior Notes, New Common  Stock,  or other property to be distributed
under the Plan.  As to any Disputed Claim, upon  a  request for estimation by a
Debtor,  the  Bankruptcy  Court shall determine what amount  is  sufficient  to
withhold as the Distribution  Reserve.   The Debtors may request estimation for
every  Disputed  Claim that is unliquidated  and  the  Disbursing  Agent  shall
withhold the Distribution Reserve based upon the estimated amount of such Claim
as set forth in a  Final  Order.   If  the Debtors elect not to request such an
estimation from the Bankruptcy Court with  respect  to a Disputed Claim that is
liquidated, the Disbursing Agent shall withhold the Distribution  Reserve based
upon  the  Face Amount of such Claim.  Nothing in the Plan or herein  shall  be
deemed to entitle  the  holder of a Disputed Claim to post-petition interest on
such Claim, and such holder shall not be entitled to any such interest.

      .  Neither the Disbursing  Agent,  nor any other party, shall be entitled
to vote any shares of the New Common Stock  held  in  the Distribution Reserve.
In  the  event  that  any  matter  requires  approval  by  the shareholders  of
Reorganized CAI prior to the distribution or cancellation of  all shares of New
Common Stock from the Distribution Reserve, the shares of New Common Stock held
by  the  Disbursing Agent shall be deemed not to have been issued,  for  voting
purposes only.

      .  If  practicable,  the  Disbursing  Agent shall invest any Cash that is
withheld as the Distribution Reserve in a manner  that shall yield a reasonable
net return, taking into account the safety of the investment.

 .  DISTRIBUTIONS AFTER ALLOWANCE

      The Reorganized Debtors or the Disbursing Agent,  as  the  case  may  be,
shall  make  payments  and  distributions from the Distribution Reserve to each
holder of a Disputed Claim that  has become an Allowed Claim in accordance with
the provisions of the Plan governing  the  class of Claims to which such holder
belongs.  On the next succeeding interim distribution  date after the date that
the  order or judgment of the Bankruptcy Court allowing all  or  part  of  such
Claim  becomes  a  Final  Order,  the  Disbursing Agent shall distribute to the
holder of such Claim any Cash, New Senior  Notes,  New  Common  Stock, or other
property  in the Distribution Reserve that would have been distributed  on  the
Distribution Date had such Allowed Claim been allowed on the Distribution Date.
After a Final  Order  has  been  entered,  or  other  final resolution has been
reached, with respect to each Disputed Claim (i) any New  Senior  Notes  or New
Common Stock held in the Distribution Reserve shall be distributed Pro Rata  to
holders  of  Allowed  Claims  entitled thereto under the terms of this Plan and
(ii) any Cash or other property  remaining  in  the  Distribution Reserve shall
become property of the Reorganized Debtors.  All distributions  made under this
Article IX.D of the Plan on account of an Allowed Claim shall be  made together
with  any  dividends, payments, or other distributions made on account  of,  as
well as any  obligations  arising  from,  the  distributed property, as if such
Allowed   Claim   had   been  an  Allowed  Claim  on  the  Distribution   Date.
Notwithstanding the foregoing,  the  Disbursing  Agent shall not be required to
make distributions under Article IX.D more frequently  than once every 180 days
or to make any individual payments in an amount less than $25.00
 .
                                      ARTICLE .

                      CONDITIONS PRECEDENT TO CONFIRMATION AND
                              CONSUMMATION OF THE PLAN

 .  CONDITIONS TO CONFIRMATION

      The following are conditions precedent to confirmation  of  the Plan that
must be (i) satisfied or (ii) waived in accordance with Article X.C below:

      .   The  proposed  Confirmation  Order  shall  be  in  form and substance
reasonably  acceptable  to the Debtors, the Unofficial Noteholders'  Committee,
and the Exit Lenders.

      .  The Debtors shall  have arranged for credit availability under the New
Senior Secured Facility, in amount,  form  and  substance acceptable to CAI, to
provide the Reorganized Debtors with working capital  to meet ordinary and peak
requirements and additional borrowings to support future projects.

 .  CONDITIONS TO CONSUMMATION

      The  following  are  conditions  precedent  to  the  occurrence   of  the
Consummation  Date,  each  of  which  must  be  (i) satisfied or (ii) waived in
accordance with Article X.C below:

      .  The Confirmation Order, in form and substance reasonably acceptable to
the  Debtors,  the Unofficial Noteholders' Committee,  and  the  Exit  Lenders,
confirming the Plan,  as  the  same  may have been modified, must have become a
Final Order and must, among other things, provide that:

            .  the Debtors and Reorganized  Debtors are authorized and directed
to  take all actions necessary or appropriate  to  enter  into,  implement  and
consummate  the  contracts, instruments, releases, leases, indentures and other
agreements  or  documents   created   in   connection  with  the  Plan  or  the
Restructuring;

            .  the provisions of the Confirmation  Order  are  nonseverable and
mutually dependent;

            .  all executory contracts or unexpired leases assumed  or  assumed
and assigned by the Debtors during the Chapter 11 Case or under the Plan  shall
remain  in full force and effect for the benefit of the Reorganized Debtors  or
their  assignees  notwithstanding  any  provision  in  such  contract  or lease
(including  those  described  in  Sections  365(b)(2) and (f) of the Bankruptcy
Code) that prohibits such assignment or transfer  or  that  enables, permits or
requires termination of such contract or lease;
            .  the transfers of property by the Debtors (a) to  the Reorganized
Debtors (i) are or will be legal, valid, and effective transfers  of  property,
(ii) vest or will vest the Reorganized Debtors with good title to such property
free  and  clear  of  all  liens,  charges, Claims, encumbrances, or interests,
except as expressly provided in the  Plan  or  Confirmation Order, (iii) do not
and will not constitute avoidable transfers under  the Bankruptcy Code or under
applicable  bankruptcy  or nonbankruptcy law, and (iv)  do  not  and  will  not
subject any Reorganized Debtor  to  any  liability  by  reason of such transfer
under  the  Bankruptcy Code or under applicable nonbankruptcy  law,  including,
without limitation,  any  laws affecting successor or transferee liability, and
(b) to holders of Claims under  the  Plan  are for good consideration and value
and are in the ordinary course of the Debtors' business;

            .   except as expressly provided  in  the  Plan,  the  Debtors  are
discharged effective  upon  the Confirmation Date from any "debt" (as that term
is  defined in Section 101(12)  of  the  Bankruptcy  Code),  and  the  Debtors'
liability  in  respect  thereof  is extinguished completely, whether reduced to
judgment  or  not,  liquidated or unliquidated,  contingent  or  noncontingent,
asserted or unasserted,  fixed  or  unfixed,  matured or unmatured, disputed or
undisputed, legal or equitable, or known or unknown,  or  that  arose  from any
agreement  of  a Debtor that has either been assumed or rejected in the Chapter
11 Case or pursuant  to the Plan, or obligation of a Debtor incurred before the
Confirmation Date, or  from  any  conduct of a Debtor prior to the Confirmation
Date, or that otherwise arose before  the Confirmation Date, including, without
limitation, all interest, if any, on any  such  debts,  whether  such  interest
accrued before or after the Petition Date;

            .   the  Plan  does  not  provide  for  the  liquidation  of all or
substantially all of the property of the Debtors' and its confirmation  is  not
likely to be followed by the liquidation of the Reorganized Debtors or the need
for further financial reorganization;

            .   all  Interests  in  CAI  shall be terminated effective upon the
Consummation Date; and

            .  the New Senior Notes and New  Common Stock issued under the Plan
in  exchange  for Claims against CAI are exempt  from  registration  under  the
Securities Act  of 1933 pursuant to Section 1145 of the Bankruptcy Code, except
to the extent that  holders  of  New  Senior  Notes  and  New  Common Stock are
"underwriters," as that term is defined in Section 1145 of the Bankruptcy Code.

      .  The Reorganized Debtors shall have credit availability  under  the New
Senior  Secured  Facility, in amount, form and substance acceptable to CAI,  to
provide the Reorganized  Debtors with working capital to meet ordinary and peak
requirements and additional borrowings to support future projects.

      .  The FCC shall have  granted CAI's and CS Wireless' transfer of control
applications concerning the ownership changes contemplated by the Plan on terms
and conditions reasonable satisfactory to CAI.

      .   The  FCC's  grant of CAI's  and  CS  Wireless'  transfer  of  control
applications  shall have  become  final  on  terms  and  conditions  reasonable
satisfactory to CAI.

      .  The following  agreements,  in form satisfactory to the Debtors, shall
have been executed and delivered, and  all  conditions  precedent thereto shall
have been satisfied:

            .  Amended Certificate of Incorporation and By-laws of CAI;

            .  Amended Certificate of Incorporation and By-laws of PCT;

            .  New Senior Notes Indenture;

            .  Management Option Plan and Management Option Agreements;

            .  Employment Agreements;

            .  Registration Rights Agreement;  and

            .  New Senior Secured Facility.

      .  All actions, documents and agreements necessary  to implement the Plan
shall have been effected or executed.

 . WAIVER OF CONDITIONS

      Each  of the conditions set forth in Articles X.A and  X.B  above,  other
than those set  forth  in Article X.A.1 and X.B.1, may be waived in whole or in
part  by  the  Debtors  or Reorganized  Debtors  in  their  sole  and  absolute
discretion without any notice  to  parties  in interest or the Bankruptcy Court
and without a hearing.  The failure to satisfy  or  waive  any condition to the
Consummation  Date  may  be  asserted  by  the  Debtors or Reorganized  Debtors
regardless of the circumstances giving rise to the failure of such condition to
be  satisfied  (including any action or inaction by  a  Debtor  or  Reorganized
Debtor).  The failure  of a Debtor or Reorganized Debtor to exercise any of the
foregoing rights shall not  be  deemed  a  waiver of any other rights, and each
such right shall be deemed an ongoing right that may be asserted at any time.


                                      ARTICLE .

                            MODIFICATIONS AND AMENDMENTS

      The Debtors may alter, amend, or modify  the Plan or any Exhibits thereto
under  Section  1127(a)  of  the  Bankruptcy Code at  any  time  prior  to  the
Confirmation  Date.   After the Confirmation  Date  and  prior  to  substantial
consummation of the Plan, as defined in Section 1101(2) of the Bankruptcy Code,
the Debtors may, under  Section  1127(b)  of  the  Bankruptcy  Code,  institute
proceedings  in  the  Bankruptcy  Court  to  remedy  any  defect or omission or
reconcile  any  inconsistencies in the Plan, the Disclosure Statement,  or  the
Confirmation Order,  and  such  matters  as  may  be necessary to carry out the
purposes and effects of the Plan so long as such proceedings  do not materially
adversely  affect  the  treatment of holders of Claims or Interests  under  the
Plan; PROVIDED, HOWEVER,  that prior notice of such proceedings shall be served
in accordance with the Bankruptcy Rules or order of the Bankruptcy Court.


                                      ARTICLE .

                              RETENTION OF JURISDICTION

      Under  Sections  105(a)   and   1142   of   the   Bankruptcy   Code,  and
notwithstanding   entry  of  the  Confirmation  Order  and  occurrence  of  the
Consummation Date,  the  Bankruptcy  Court  shall retain exclusive jurisdiction
over all matters arising out of, and related  to,  the  Chapter 11 Case and the
Plan  to  the fullest extent permitted by law, including, among  other  things,
jurisdiction to:
      .  Allow, disallow, determine, liquidate, classify, estimate or establish
the priority or secured or unsecured status of any Claim or Interest, including
the resolution  of  any request for payment of any Administrative Claim and the
resolution  of any objections  to  the  allowance  or  priority  of  Claims  or
Interests;

      .  Hear and determine all applications for compensation and reimbursement
of expenses of Professionals under the Plan or under Sections 330, 331, 503(b),
1103 and 1129(a)(4)  of  the  Bankruptcy Code; PROVIDED, HOWEVER, that from and
after the Consummation Date, the  payment  of  the  fees  and  expenses  of the
retained professionals of the Reorganized Debtors shall be made in the ordinary
course  of  business and shall not be subject to the approval of the Bankruptcy
Court;

      .  Hear  and  determine  all  matters  with  respect to the assumption or
rejection of any executory contract or unexpired lease  to  which a Debtor is a
party or with respect to which a Debtor may be liable, including, if necessary,
the nature or amount of any required Cure or the liquidation  or  allowance  of
any Claims arising therefrom;

      .   Effectuate  performance  of  and payments under the provisions of the
Plan;

      .   Hear  and  determine  any  and all  adversary  proceedings,  motions,
applications, and contested or litigated  matters  arising  out  of,  under, or
related to, the Chapter 11 Case;
      .   Enter  such  orders  as  may  be necessary or appropriate to execute,
implement,  or  consummate  the  provisions of  the  Plan  and  all  contracts,
instruments, releases, and other agreements  or documents created in connection
with the Plan, the Disclosure Statement or the Confirmation Order;

      .   Hear  and  determine  disputes  arising  in   connection   with   the
interpretation,  implementation,  consummation,  or  enforcement  of  the Plan,
including  disputes arising under agreements, documents or instruments executed
in connection with the Plan;

      .  Consider  any  modifications of the Plan, cure any defect or omission,
or reconcile any inconsistency in any order of the Bankruptcy Court, including,
without limitation, the Confirmation Order;

      .  Issue injunctions,  enter  and  implement  other  orders, or take such
other  actions as may be necessary or appropriate to restrain  interference  by
any entity with implementation, consummation, or enforcement of the Plan or the
Confirmation Order;

      .   Enter and implement such orders as may be necessary or appropriate if
the Confirmation  Order  is for any reason reversed, stayed, revoked, modified,
or vacated;

      .  Hear and determine  any matters arising in connection with or relating
to the Plan, the Disclosure Statement, the Confirmation Order, or any contract,
instrument, release, or other  agreement or document created in connection with
the Plan, the Disclosure Statement or the Confirmation Order;

      .  Enforce all orders, judgments,  injunctions,  releases,  exculpations,
indemnifications and rulings entered in connection with the Chapter 11 Case;

      .   Recover  all  assets  of  the  Debtors  and  property of the Debtors'
Estates, wherever located;

      .  Hear and determine matters concerning state, local,  and federal taxes
in accordance with Sections 346, 505, and 1146 of the Bankruptcy Code;

      .   Hear and determine all disputes involving the existence,  nature,  or
scope of the Debtors' discharge;

      .  Hear  and  determine  such  other  matters  as  may be provided in the
Confirmation  Order or as may be authorized under,  or not  inconsistent  with,
provisions of the Bankruptcy Code;

      .  Enter a final decree closing the Chapter 11 Case.


                                      ARTICLE .

                             COMPROMISES AND SETTLEMENTS

      Pursuant  to  Fed.  R.  Bankr. P. 9019(a), the Debtors may compromise and
settle various Claims against them  and/or  claims  that  they may have against
other Persons.  The Debtors expressly reserve the right (with  Bankruptcy Court
approval,  following  appropriate  notice  and  opportunity  for a hearing)  to
compromise and settle Claims against them and claims that they may have against
other   Persons  up  to  and  including  the  Consummation  Date.   After   the
Consummation Date, such right shall pass to the Reorganized Debtors pursuant to
Articles IV.F and IV.G of the Plan.




                                      ARTICLE .

                              MISCELLANEOUS PROVISIONS

 .  BAR DATES FOR CERTAIN CLAIMS

      .  ADMINISTRATIVE CLAIMS; SUBSTANTIAL CONTRIBUTION CLAIMS

      The  Confirmation  Order will establish an Administrative Claims Bar Date
for filing of all Administrative  Claims,  including  Substantial  Contribution
Claims (but not including claims for Professional Fees or the expenses  of  the
members  of  the  Creditors' Committee (if one has been appointed)), which date
will  be  45  days  after   the   Confirmation   Date.    Holders  of  asserted
Administrative Claims, other than claims for Professional Fees  or the expenses
of  the  members  of the Creditors' Committee (if one has been appointed),  not
paid prior to the Confirmation  Date must submit proofs of Administrative Claim
on or before such Administrative  Claims  Bar  Date  or  forever be barred from
doing  so.   The  notice of Confirmation to be delivered pursuant  to  Fed.  R.
Bankr. P. 3020(c) and 2002(f) will set forth such date and constitute notice of
this Administrative  Claims  Bar  Date.  The Debtors or Reorganized Debtors, as
the case may be, shall have 45 days (or such longer period as may be allowed by
order of the Bankruptcy Court) following  the Administrative Claims Bar Date to
review  and  object  to  such  Administrative  Claims   before  a  hearing  for
determination of allowance of such Administrative Claims.

      .  PROFESSIONAL FEE CLAIMS

      All final requests for compensation or reimbursement of Professional Fees
pursuant to Sections 327, 328, 330, 331, 503(b) or 1103 of  the Bankruptcy Code
for services rendered to the Debtors or the Creditors' Committee  (if  one  has
been  appointed)  prior  to  the  Consummation  Date  (other  than  Substantial
Contribution  Claims  under  Section 503(b)(4) of the Bankruptcy Code) must  be
filed and served on the Reorganized  Debtors and their counsel no later than 45
days after the Consummation Date, unless  otherwise  ordered  by the Bankruptcy
Court.  Objections to applications of such Professionals or other  entities for
compensation  or  reimbursement  of  expenses  must be filed and served on  the
Reorganized Debtors and their counsel and the requesting  Professional or other
entity no later than 45 days (or such longer period as may  be allowed by order
of the Bankruptcy Court) after the date on which the applicable application for
compensation or reimbursement was served.

 .  PAYMENT OF STATUTORY FEES

      All  fees  payable  pursuant  to Section 1930 of title 28 of  the  United
States Code, as determined by the Bankruptcy Court at the Confirmation shall be
paid on or before the Consummation Date.

 .  SEVERABILITY OF PLAN PROVISIONS

      If, prior to Confirmation, any  term  or provision of the Plan is held by
the  Bankruptcy  Court  to  be invalid, void or unenforceable,  the  Bankruptcy
Court,  at the request of any  Debtor,  shall  have  the  power  to  alter  and
interpret such term or provision to make it valid or enforceable to the maximum
extent practicable,  consistent  with  the  original  purpose  of  the  term or
provision held to be invalid, void or unenforceable, and such term or provision
shall  then be applicable as altered or interpreted.  Notwithstanding any  such
holding,   alteration  or  interpretation,  the  remainder  of  the  terms  and
provisions of  the  Plan  shall remain in full force and effect and shall in no
way  be  affected, impaired or  invalidated  by  such  holding,  alteration  or
interpretation.    The   Confirmation   Order   shall   constitute  a  judicial
determination and shall provide that each term and provision of the Plan, as it
may have been altered or interpreted in accordance with the foregoing, is valid
and enforceable pursuant to its terms.

 .  SUCCESSORS AND ASSIGNS

      The rights, benefits and obligations of any entity  named  or referred to
in the Plan shall be binding on, and shall inure to the benefit of,  any  heir,
executor, administrator, successor or assign of such entity.

 .  RELEASES AND SATISFACTION OF SUBORDINATION RIGHTS

      All  Claims  of  the  holders  of the Secured Notes, Senior Notes and the
Subordinated Notes against the Debtors  and  all  rights  and claims between or
among   such  holders  relating  in  any  manner  whatsoever  to  any   claimed
subordination  rights  (if any), shall be deemed satisfied by the distributions
under, described in, contemplated  by,  and/or  implemented  by  this  Plan  to
holders  of  Claims  having  such  subordination rights, and such subordination
rights shall be deemed waived, released,  discharged,  and terminated as of the
Consummation  Date,  and  all  actions  related  to  the  enforcement  of  such
subordination  rights  shall  be  permanently  enjoined.  Distributions  under,
described in, contemplated by, and/or implemented  by  this Plan to the various
Classes  of  Claims  hereunder  shall  not  be  subject  to levy,  garnishment,
attachment, or like legal process by any holder of a Claim,  including, but not
limited to, holders of Secured Note Claims, Senior Note Claims and Subordinated
Note  Claims,  by reason of any claimed subordination rights or  otherwise,  so
that each holder  of  a  Claim  shall  have  and  receive  the  benefit  of the
distributions in the manner set forth in the Plan.

 .  DISCHARGE OF THE DEBTORS

      All  consideration  distributed  under the Plan shall be in exchange for,
and in complete satisfaction, settlement, discharge, and release of, all Claims
of  any  nature  whatsoever against the Debtors  or  any  of  their  assets  or
properties, and, except  as  otherwise  provided  herein or in the Confirmation
Order, and regardless of whether any property shall  have  been  distributed or
retained pursuant to the Plan on account of such Claims, upon the  Consummation
Date,  the  Debtors, and each of them, shall be deemed discharged and  released
under Section  1141(d)(1)(A)  of  the  Bankruptcy Code from any and all Claims,
including, but not limited to, demands and  liabilities  that  arose before the
Confirmation Date, any liability (including withdrawal liability) to the extent
such Claims relate to services performed by employees of a Debtor  prior to the
Petition Date and that arises from a termination of employment or a termination
of  any  employee  or  retiree  benefit  program  regardless  of  whether  such
termination occurred prior to or after the Confirmation Date, and all debts  of
the kind specified in Sections 502(g), 502(h) or 502(i) of the Bankruptcy Code,
whether  or  not  (a)  a proof of Claim based upon such debt is filed or deemed
filed under Section 501  of  the  Bankruptcy  Code, (b) a Claim based upon such
debt is Allowed under Section 502 of the Bankruptcy  Code, or (c) the holder of
a Claim based upon such debt accepted the Plan.  The Confirmation  Order  shall
be  a  judicial  determination  of discharge of all liabilities of the Debtors,
subject to the Consummation Date occurring.

 .  EMPLOYMENT AGREEMENTS

      On the Consummation  Date,  Reorganized  CAI  shall enter into Employment
Agreements with the Key Employees listed on Exhibit G to this Plan.

 .  COMMITTEES

      Effective  on  the  Consummation  Date,  the  duties  of  the  Creditors'
Committee (if one has been appointed) shall terminate,  except  with respect to
any appeal of an order in the Chapter 11 Case and applications for Professional
Fees.

 .  EXCULPATION AND LIMITATION OF LIABILITY

      Neither the Reorganized Debtors, nor any statutory committee,  MLGAF,  or
the  Unofficial  Noteholders'  Committee, or any of their respective present or
former members, officers, directors, employees, advisors, attorneys, or agents,
shall have or incur any liability  to  any holder of a Claim or an Interest, or
any  other  party in interest, or any of their  respective  agents,  employees,
representatives,  financial advisors, attorneys, or affiliates, or any of their
successors or assigns, for any act or omission in connection with, relating to,
or arising out of,  the Chapter 11 Case, the solicitation of acceptances of the
Plan, the pursuit of confirmation of the Plan, the consummation of the Plan, or
the administration of  the  Plan  or  the  property to be distributed under the
Plan,  except  for  their willful misconduct, and  in  all  respects  shall  be
entitled to reasonably  rely  upon  the advice of counsel with respect to their
duties and responsibilities under the Plan.

      Notwithstanding any other provision of this Plan, no holder of a Claim or
Interest,  no  other  party  in interest,  none  of  their  respective  agents,
employees, representatives, financial  advisors,  attorneys, or affiliates, and
no  successors  or assigns of the foregoing, shall have  any  right  of  action
against any Reorganized  Debtor,  or  any  statutory  committee,  MLGAF, or the
Unofficial Noteholders' Committee, or any of their respective present or former
members,  officers,  directors, employees, advisors, attorneys, or agents,  for
any act or omission in  connection  with,  relating  to, or arising out of, the
Chapter 11 Case, the solicitation of acceptances of the  Plan,  the  pursuit of
confirmation  of  the Plan, the consummation of the Plan, or the administration
of the Plan or the  property to be distributed under the Plan, except for their
willful misconduct.

      The foregoing exculpation and limitation on liability shall not, however,
limit, abridge, or otherwise  affect  the  rights,  if  any, of the Reorganized
Debtors  to  enforce,  sue  on,  settle,  or  compromise the Litigation  Claims
retained pursuant to Article IV.G hereof.

 .  BINDING EFFECT

      The Plan shall be binding upon and inure  to  the benefit of the Debtors,
all present and former holders of Claims against and  Interests in the Debtors,
their respective successors and assigns, including, but  not  limited  to,  the
Reorganized Debtors, and all other parties-in-interest in this Chapter 11 Case.

 .  REVOCATION, WITHDRAWAL, OR NON-CONSUMMATION

      The  Debtors reserve the right to revoke or withdraw the Plan at any time
prior to the  Confirmation Date and to file subsequent plans of reorganization.
If the Debtors  revoke or withdraw the Plan, or if Confirmation or Consummation
does not occur, then  (i) the Plan shall be null and void in all respects, (ii)
any settlement or compromise  embodied  in  the  Plan  (including the fixing or
limiting  to  an  amount certain any Claim or Class of Claims),  assumption  or
rejection of executory  contracts  or  leases  effected  by  the  Plan, and any
document  or agreement executed pursuant to the Plan shall be deemed  null  and
void, and (iii) nothing contained in the Plan, and no acts taken in preparation
for consummation of the Plan, shall (a) constitute or be deemed to constitute a
waiver or release  of any Claims by or against, or any Interests in, any Debtor
or any other Person,  (b)  prejudice  in any manner the rights of any Debtor or
any Person in any further proceedings involving  a  Debtor, or (iii) constitute
an admission of any sort by any Debtor or any other Person.

 .  PLAN SUPPLEMENT

      Any and all exhibits, lists, or schedules not filed  with  the Plan shall
be contained in the Plan Supplement and filed with the Clerk of the  Bankruptcy
Court at least five (5) Business Days prior to date of the commencement  of the
Confirmation  Hearing.   Upon  its  filing  with the Bankruptcy Court, the Plan
Supplement may be inspected in the office of  the Clerk of the Bankruptcy Court
during normal court hours.  Holders of Claims or Interests may obtain a copy of
the  Plan Supplement upon written request to the  Debtors  in  accordance  with
Article XIV.L of the Plan.

 .  NOTICES

      Any  notice,  request,  or  demand  required  or  permitted to be made or
provided to or upon a Debtor or Reorganized Debtor under  the Plan shall be (i)
in  writing, (ii) served by (a) certified mail, return receipt  requested,  (b)
hand  delivery,  (c)  overnight  delivery service, (d) first class mail, or (e)
facsimile transmission, and (iii)  deemed  to have been duly given or made when
actually delivered or, in the case of notice  by  facsimile  transmission, when
received and telephonically confirmed, addressed as follows:

        CAI WIRELESS SYSTEMS, INC.
        18 Corporate Woods Boulevard
        Third Floor
        Albany, New York  12211
        Att'n: Wayne R. Barr, Jr., Esq.
        Telephone: (518) 462-2632
        Facsimile: (518) 462-3045

        with a copy to:

        SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
        919 Third Avenue
        New York, New York 10022-3897
        Att'n: J. Gregory Milmoe, Esq.
        Telephone: (212) 735-3000
        Facsimile: (212) 735-2000


 .  INDEMNIFICATION OBLIGATIONS

Except as otherwise specifically limited in this Plan, any obligations or 
rights of any Debtor to indemnify its present and former directors, officers,
 or employees pursuant to such Debtors' certificate of incorporation, by-laws,
 policy of providing employee indemnification, applicable state law, or
 specific agreement in respect of any claims, demands, suits, causes of 
action, or proceedings against such directors, officers, or employees based 
upon any act or omission related to such present and former director
 .  PREPAYMENT

Except as otherwise provided in this Plan or the Confirmation Order, the 
Debtors shall have the right to prepay, without penalty, all or any portion 
of an Allowed Claim at any time; PROVIDED, HOWEVER, that any such prepayment
 shall not be violative of, or otherwise prejudice, the relative priorities
 and parities among the classes of Claims.

 .  TERM OF INJUNCTIONS OR STAYS

d Claim at any time; PROVIDED, HOWEVER, that any such prepayment shall not be 
violative of, or otherwise prejudice, the relative priorities and parities 
among the classes of Claims.

 .  TERM OF INJUNCTIONS OR STAYS











        EXHIBIT B

        TO

        DISCLOSURE STATEMENT WITH RESPECT TO JOINT
        REORGANIZATION PLAN OF CAI WIRELESS SYSTEMS, INC.
        AND PHILADELPHIA CHOICE TELEVISION, INC.


        FORM 10-K FOR CAI FOR FISCAL YEAR ENDED MARCH 31, 1998









INCORPORATED HEREIN BY REFERENCE TO THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FILED WITH THE COMMISSION ON 6-29-98.













        EXHIBIT C

        TO

        DISCLOSURE STATEMENT WITH RESPECT TO JOINT
        REORGANIZATION PLAN OF CAI WIRELESS SYSTEMS, INC.
        AND PHILADELPHIA CHOICE TELEVISION, INC.


        DESCRIPTION OF NEW SENIOR NOTES








        DESCRIPTION OF THE
        NEW SENIOR NOTES

The  New  Senior Notes will be issued under an indenture to be dated on  or
prior to the  Consummation  Date  (the  "New  Indenture")  between  CAI and
[_____________], as Trustee (the "Trustee").  The following summary of  the
material  provisions  of  the New Indenture does not purport to be complete
and is subject to, and is qualified  in  its  entirety by reference to, and
may be modified by, the provisions of the New Indenture,  the form of which
will  be  included  in the Plan Supplement to be filed with the  Bankruptcy
Court at least five (5)  Business  Days  prior  to  the commencement of the
Confirmation  Hearing.  The  definitions  of  certain  terms  used  in  the
following summary are set forth below under "-- Certain  Definitions."   As
used  below  in  this  "Description  of  the New Senior Notes" section, the
"Company" means Reorganized CAI, but not any  of  its  Subsidiaries, unless
the context otherwise requires.

General

The New Senior Notes will be unsecured senior obligations  of  the Company.
The  New  Senior Notes will rank pari passu with all unsecured Indebtedness
of the Company  which is not by its terms expressly subordinated to the New
Senior Notes.  The  New  Senior  Notes  are effectively subordinated to all
indebtedness  and  other  liabilities (including  trade  payables)  of  the
Subsidiaries of the Company,  and  will  be effectively subordinated to all
secured Indebtedness of the Company to the  extent  of  the  value  of  the
assets  securing  such  Indebtedness.   As  of  the  Consummation Date, the
Company is expected to have $[     ] million of indebtedness outstanding of
which  $[                    ]  million would be subordinated  to  the  New
Senior Notes.

The  New  Senior Notes will be issued  only  in  registered  form,  without
coupons, in  principal  denominations  of  $1,000  and  integral  multiples
thereof.   Principal  of,  premium,  if any, and interest on the New Senior
Notes will be payable, and the New Senior  Notes  will  be transferable, at
the office of the Company's agent in the City of New York  located  at  the
corporate  trust  office of the Trustee.  In addition, interest may be paid
at the option of the  Company,  by  check  mailed  to  the  person entitled
thereto as shown on the security register.  No service charge  will be made
for  any  transfer,  exchange or redemption of New Senior Notes, except  in
certain circumstances  for any tax or other governmental charge that may be
imposed in connection therewith.  Initially, the Trustee will act as paying
agent and registrar for  the  New Senior Notes.  The Company may change any
paying agent and registrar without notice to the holders.

Maturity, Interest and Principal

The  New Senior Notes are limited  to  an  aggregate  principal  amount  at
maturity  of  $201,219,647 and will mature on [                    ], 2004.
The New Senior  Notes  will  accrete  in  value  from  the  Issue Date to [
],  2004,  at  a  rate  of  12% per annum, compounded semi-annually.   Cash
interest on the New Senior Notes  will  neither accrue nor be payable prior
to maturity.  The Company will pay interest  on overdue principal from time
to time on demand at the rate of 14% per annum.   The Company shall, to the
extent lawful, pay interest on overdue installments  of  interest  (without
regard to any applicable grace periods) from time to time on demand  at the
rate of 14% per annum.  Interest will be computed on the basis of a 360-day
year  comprised  of  twelve  30-day  months,  and, in the case of a partial
month, the actual number of days elapsed.

The  New  Senior  Notes are not entitled to the benefit  of  any  mandatory
sinking fund.

Optional Redemption

The New Senior Notes  will  be redeemable, at the option of the Company, in
whole or in part, at any time  on  not  less than 30 nor more than 60 days'
prior notice, at a redemption price equal  to the Accreted Value of the New
Senior Notes.

Selection and Notice



The New Indenture is expected to provide that  in  the event that less than
all of the New Senior Notes are to be redeemed at any  time,  selection  of
such  New Senior Notes for redemption will be made by the Trustee pro rata,
by lot  or  by  such method as the Trustee shall deem fair and appropriate.
In any proration,  the  Trustee  shall make such adjustments, reallocations
and eliminations as it shall deem  proper  to  the  end  that the principal
amount  of  New  Senior  Notes  so prorated shall be $1,000 or  a  multiple
thereof, by increasing or decreasing  or eliminating the amount which would
be allocable to any holder on the basis  of  exact  proportion by an amount
not  exceeding  $1,000.  The Trustee in its discretion  may  determine  the
particular New Senior  Notes (if there are more than one) registered in the
name of any holder which  are  to be redeemed, in whole or in part.  No New
Senior Notes of a principal amount  of  $1,000 or less shall be redeemed in
part.  Notice of redemption shall be mailed by first-class mail at least 30
but not more than 60 days before the redemption  date to each holder of New
Senior Notes to be redeemed at its registered address.   If  any Note is to
be  redeemed  in part only, the notice of redemption that relates  to  such
Note shall state  the  portion  of  the  principal  amount  thereof  to  be
redeemed.  A new Note in a principal amount equal to the unredeemed portion
thereof will be issued in the name of the holder thereof upon surrender for
cancellation  of  the original Note.  On and after the redemption date, New
Senior Notes or portions  thereof  called  for  redemption  will  cease  to
accrete  in  value,  unless  the  Company  defaults  in  the payment of the
redemption price therefor.

Certain Covenants

The  New  Indenture  is  expected  to contain, among others, the  following
covenants.

Limitation on Incurrence of Additional  Indebtedness.  The New Indenture is
expected to provide that neither the Company  nor any Restricted Subsidiary
will, directly or indirectly, create, incur, assume,  guarantee, acquire or
become  liable, contingently or otherwise, for (collectively  "incur")  any
Indebtedness  other  than  Permitted Indebtedness or issue any Disqualified
Capital Stock.  Notwithstanding  the foregoing limitations, the Company may
incur additional Indebtedness (including,  without limitation, any Acquired
Indebtedness) or issue Disqualified Capital  Stock  from and after the date
as of which the aggregate amount of cash raised by the  Company  in  one or
more  Qualified  Transactions  is  equal to or exceeds $40 million if after
giving  pro forma effect to the incurrence  of  such  Indebtedness  or  the
issuance of such Disqualified Capital Stock the Additional Debt Ratio would
not exceed 2.00 to 1; provided that in no event may the aggregate principal
amount of such additional Indebtedness exceed $150,000,000.

The New Indenture is expected to provide that any Indebtedness of an entity
existing at the time it becomes a Restricted Subsidiary (whether by merger,
consolidation, acquisition of Capital Stock or otherwise) or is merged with
or into the  Company  or  any  Restricted  Subsidiary shall be deemed to be
incurred as of the date such entity becomes  a Restricted Subsidiary or the
date of such merger.

The  New  Indenture  is  expected to provide that  the  Company  will  not,
directly or indirectly, incur  any  Indebtedness that is subordinate to any
other  Indebtedness  of  the  Company  unless  such  Indebtedness  is  also
expressly subordinated to the New Senior  Notes; provided, however, that no
Indebtedness of the Company shall be deemed  to be subordinate to any other
Indebtedness  of  the  Company solely because such  other  Indebtedness  is
secured.

Limitation on Restricted  Payments.   The  New  Indenture  is  expected  to
provide  that  neither  the  Company  nor  any  Restricted Subsidiary will,
directly or indirectly:

(i)declare  or  pay  any  dividend  or  make any distribution  (other  than
dividends  or  distributions  payable in Qualified  Capital  Stock  of  the
Company or payable by any Restricted  Subsidiary  to  the  Company  or  any
Wholly Owned Restricted Subsidiary of the Company) on shares of the Capital
Stock of the Company or any Restricted Subsidiary;

(ii)purchase,  redeem  or otherwise acquire or retire for value any Capital
Stock of the Company or  of  any  Restricted  Subsidiary  or  any warrants,
rights  or  options  to acquire shares of any class of such Capital  Stock,
other than (x) the exchange  of  such Capital Stock or any warrants, rights
or  options  to acquire shares of any  class  of  such  Capital  Stock  for
Qualified Capital  Stock  of  the Company or warrants, rights or options to
acquire Qualified Capital Stock  of  the  Company or (y) to the extent that
such Capital Stock or warrants, rights or options  are owned by the Company
or any Wholly Owned Restricted Subsidiary of the Company.

(iii)make  any  principal  payment on, purchase, defease,  redeem,  prepay,
decrease or otherwise acquire  or  retire for value, prior to any scheduled
final maturity, scheduled repayment  or scheduled sinking fund payment, any
Indebtedness that is subordinate or junior  in  right of payment to the New
Senior Notes (other than any such Indebtedness owing  to the Company or any
Wholly Owned Restricted Subsidiary of the Company); or

(iv)make any Investment (other than Permitted Investments)  after the Issue
Date.

(each of the foregoing prohibited actions set forth in clauses  (i),  (ii),
(iii) and (iv) being referred to as a "Restricted Payment"), if at the time
of such Restricted Payment or immediately after giving effect thereto,  (a)
a  Default  or  an  Event  of  Default  under  the New Indenture shall have
occurred and be continuing or would result therefrom,  (b)  the  Company is
not  able  to  incur at least $1.00 of additional Indebtedness (other  than
Permitted Indebtedness)  in  compliance with the Additional Debt Ratio test
described  under the covenant "--Limitation  on  Incurrence  of  Additional
Indebtedness"  above,  or  (c)  the aggregate amount of Restricted Payments
made subsequent to the Issue Date  (the  amount expended for such purposes,
if other than in cash, being the fair market  value  of  such  property  as
determined  by the Board of Directors of the Company in good faith) exceeds
or would exceed the sum of:

(A) 100% of the  aggregate  net  cash proceeds received by the Company from
any Person (other than a Restricted  Subsidiary) from the issuance and sale
subsequent to the Issue Date of Qualified  Capital  Stock  of  the  Company
(excluding  any  net  proceeds  from  any  public offering of any Qualified
Capital Stock and excluding (A) any Qualified  Capital Stock of the Company
paid as a dividend on any Capital Stock of the Company or of any Restricted
Subsidiary and (B) any Qualified Capital Stock of  the Company with respect
to  which  the  purchase  price  thereof  has  been  financed  directly  or
indirectly using funds (x) borrowed from the Company or from any Restricted
Subsidiary, unless and until and to the extent such borrowing  is repaid or
(y) contributed, extended, guaranteed or advanced by the Company  or by any
Restricted  Subsidiary  (including,  without limitation, in respect of  any
employee stock ownership or benefit plan)), plus

(B)  without  duplication  of  any  amounts  included  in  the  immediately
preceding subclause (B), 100% of the  aggregate  net  proceeds  (determined
pursuant  to  the penultimate paragraph of this covenant) received  by  the
Company  from  the   issuance  and  sale  (other  than  to  any  Restricted
Subsidiary)  of  any Qualified  Capital  Stock  of  the  Company  upon  the
conversion of, or  in  exchange for, any Indebtedness of the Company or any
Restricted Subsidiary (other  than any Indebtedness outstanding immediately
after the Issue Date), plus

(C) an amount equal to the net  reduction  in  Investments  in Unrestricted
Subsidiaries resulting from cash dividends, repayments of loans or advances
in cash, or other transfers of cash, in each case to the Company  or to any
Wholly  Owned  Restricted  Subsidiary  of  the  Company  from  Unrestricted
Subsidiaries,  or  from  redesignations  of  Unrestricted  Subsidiaries  as
Restricted  Subsidiaries (in each case valued as provided in  the  covenant
described under  "--Limitation on Restricted and Unrestricted Subsidiaries"
below), not to exceed,  in  the  case  of  any Unrestricted Subsidiary, the
amount  of Investments previously made by the  Company  or  any  Restricted
Subsidiary  in  such  Unrestricted  Subsidiary  and  which was treated as a
Restricted Payment under the New Indenture, plus

(D)  without  duplication  of the immediately preceding subclause  (C),  an
amount equal to the lesser of  the  cost or net cash proceeds received upon
the sale or other disposition of any  Investment  made after the Issue Date
which had been treated as a Restricted Payment.

Notwithstanding the foregoing, these provisions do not prohibit:

(1) the payment of any dividend or the making of any distribution within 60
days  after  the  date of its declaration if the dividend  or  distribution
would have been permitted on the date of declaration; or

(2) the acquisition  of  Capital  Stock  of  the  Company or any Restricted
Subsidiary  or warrants, options or other rights to  acquire  such  Capital
Stock  through   the  application  of  the  net  proceeds  of  any  capital
contribution (other  than  from a Restricted Subsidiary) or a substantially
concurrent  sale  for cash (other  than  to  a  Restricted  Subsidiary)  of
Qualified Capital Stock of the Company or warrants, options or other rights
to acquire Qualified Capital Stock of the Company; or

(3) the acquisition  of  Indebtedness of the Company that is subordinate or
junior in right of payment  to  the  New Senior Notes, either (i) solely in
exchange for shares of Qualified Capital Stock of the Company (or warrants,
options or other rights to acquire Qualified  Capital Stock of the Company)
or for Indebtedness of the Company which is subordinate  or junior in right
of  payment  to  the  New  Senior  Notes, at least to the extent  that  the
Indebtedness being acquired is subordinated to the New Senior Notes, is not
in an aggregate principal amount in  excess  of (or if such Indebtedness is
issued  with original issue discount, at an original  issue  price  not  in
excess of)  the  aggregate  principal  amount  of  the  Indebtedness  being
acquired  (or  if such acquired Indebtedness was issued with original issue
discount, in excess  of  the  accreted  amount  of  such  Indebtedness  (as
determined  in  accordance  with  GAAP)) and has a Weighted Average Life to
Maturity and final maturity no less  than  that  of  the Indebtedness being
exchanged  or  (ii)  through  the  application of the net proceeds  of  any
capital contribution or a substantially  concurrent  sale  for  cash (other
than to or from a Restricted Subsidiary) of Qualified Capital Stock  of the
Company  (or warrants, options or other rights to acquire Qualified Capital
Stock of the  Company)  or Indebtedness of the Company which is subordinate
or junior in right of payment  to  the  New  Senior  Notes, at least to the
extent  and  in  the  manner  that  the  Indebtedness  being  acquired   is
subordinated  to  the  New  Senior  Notes, is not in an aggregate principal
amount in excess of (or if such Indebtedness  is issued with original issue
discount,  at  an  original  issue price not in excess  of)  the  aggregate
principal amount of the Indebtedness  being  acquired  (or if such acquired
Indebtedness  was  issued with original issue discount, in  excess  of  the
accreted amount of such  Indebtedness  (as  determined  in  accordance with
GAAP))  and has a Weighted Average Life to Maturity and final  maturity  no
less than that of the Indebtedness being refinanced; or

(4) the repurchase  of  Capital  Stock  of  the Company (including options,
warrants or other rights to acquire such Capital  Stock)  from employees or
former   employees  of  the  Company  or  any  Restricted  Subsidiary   for
consideration  which,  when  added to all loans made pursuant to clause (5)
below of this paragraph during  the  same  fiscal year and then outstanding
(determined as provided in clause (5) below)  does  not  exceed $250,000 in
the aggregate in any fiscal year; or

(5)  the  making of loans and advances to employees of the Company  or  any
Restricted  Subsidiary  in  an  aggregate  amount  at  any time outstanding
(including as outstanding any such loan or advance written off or forgiven)
which,  when added to the aggregate consideration paid pursuant  to  clause
(4) of this paragraph during the same fiscal year, does not exceed $250,000
in any fiscal year;

(6) the making  of  any  payment in the nature of a purchase price or other
adjustment for which the Company  is obligated pursuant to the terms of the
Participation Agreement.

provided, however, that in the case  of  the  immediately preceding clauses
(2), (3), (4) and (5) and in the case of clause  (vi)  of the definition of
"Permitted Investment," no Default or Event of Default shall  have occurred
or  be  continuing  at  the  time  of  such Restricted Payment or Permitted
Investment, as the case may be, or would occur as a result thereof.

The New Indenture is expected to provide  that in determining the aggregate
amount of Restricted Payments made subsequent  to  the  Issue Date, amounts
expended pursuant to clauses (1), (2),  (3) (but only to  the  extent  that
Indebtedness  is  acquired  in exchange for, or with the net proceeds from,
the issuance of Qualified Capital Stock of the Company or warrants, options
or other rights to acquire Qualified Capital Stock of the Company), (4) and
(5)  of the immediately preceding  paragraph  shall  be  included  in  such
calculation.

The New  Indenture  is expected to provide that for purposes of calculating
the net proceeds received  by  the Company from the issuance or sale of its
Capital Stock either upon the conversion  of, or exchange for, Indebtedness
of the Company or any Restricted Subsidiary,  such amount will be deemed to
be an amount equal to the difference of (a) the  sum  of  (i) the principal
amount  or accreted value (whichever is less) of such Indebtedness  on  the
date  of  such   conversion  or  exchange  and  (ii)  the  additional  cash
consideration, if  any,  received  by  the  Company upon such conversion or
exchange, less any payment on account of fractional  shares,  minus (b) all
expenses  incurred in connection with such issuance or sale.  In  addition,
for purposes  of  calculating the net proceeds received by the Company from
the issuance or sale  of its Capital Stock upon the exercise of any options
or warrants of the Company,  such  amount  will  be  deemed to be an amount
equal to the difference of (a) the additional cash consideration,  if  any,
received by the Company upon such exercise, minus (b) all expenses incurred
in connection with such issuance or sale.

The  New  Indenture  is expected to provide that not later than the date of
making any Restricted  Payment, the Company shall deliver to the Trustee an
Officers' Certificate stating that such Restricted Payment is permitted and
setting forth the basis  upon  which  the  calculations  required  by  this
covenant  were  computed,  which  calculation may be based on the Company's
latest financial statements.

Limitation on Asset Sales.  The New  Indenture  is expected to provide that
neither  the  Company  nor  any  Restricted Subsidiary  will,  directly  or
indirectly, consummate any Asset Sale unless:

(i)the Company or the applicable Restricted Subsidiary, as the case may be,
receives consideration at the time of such Asset Sale at least equal to the
fair market value of the assets sold or otherwise disposed of;

(ii)at  least 80% of the consideration  received  by  the  Company  or  the
Restricted  Subsidiary, as the case may be, from such Asset Sale is cash or
Cash Equivalents  (other  than  in the case where the Company is exchanging
all or substantially all the assets of one or more geographic service areas
operated by the Company or any Restricted  Subsidiary  (including by way of
the  transfer  of Capital Stock) for all or substantially  all  the  assets
(including by way  of  the  transfer  of Capital Stock) constituting one or
more  geographic  service  areas  operated   by  another  Person  (each,  a
"Permitted  Exchange"),  in  which  event  the foregoing  requirement  with
respect to the receipt of cash or Cash Equivalents  shall not apply) and is
received at the time of such disposition; and

(iii)upon  the  consummation  of  an Asset Sale (other than  any  Permitted
Exchange), the Company applies, or  causes  such  Restricted  Subsidiary to
apply, or enters into, or causes such Restricted Subsidiary to  enter into,
a  binding  commitment  to apply, any Net Cash Proceeds within 180 days  of
receipt thereof (it being  understood  that  any  binding  commitment to so
apply  must be consummated within 240 days of such receipt) either  (A)  to
reinvest  in  Productive  Assets,  or  (B)  to  repay or prepay permanently
Indebtedness  (other  than  non-recourse Indebtedness)  of  any  Restricted
Subsidiary  (which  repayment or  prepayment  shall  be  accompanied  by  a
permanent reduction of  the  commitment  to  lend  the  amount so repaid or
prepaid in the case of any revolving credit facility), or  (C)  to repay or
prepay  permanently  any Indebtedness of the Company that is secured  by  a
Lien permitted to be incurred  pursuant  to  "--Limitation  on Liens" below
(which  repayment  or  prepayment  shall  be  accompanied  by  a  permanent
reduction of the commitment to lend the amount so repaid or prepaid  in the
case  of  any  revolving credit facility), or (D) to the extent not applied
pursuant to the  immediately  preceding  clauses  (A), (B) or (C), pro rata
(based  on the aggregate principal amount at maturity  of  the  New  Senior
Notes and,  if  required by the terms thereof, such other Indebtedness then
outstanding) to (I)  the repayment or prepayment of any Indebtedness of the
Company (other than the New Senior Notes, and any Indebtedness subordinated
to the New Senior Notes)  that is at the time redeemable or prepayable (and
is so redeemed or prepaid)  and  (II) purchase New Senior Notes tendered to
the Company for purchase at a price  equal  to  100%  of the Accreted Value
thereof  on  the date of repurchase, plus accrued and unpaid  interest,  if
any, to the date  of  purchase pursuant to an offer to purchase made by the
Company as set forth below (an "Asset Sale Offer"); provided, however, that
if at any time any non-cash  consideration  received  by the Company or any
Restricted  Subsidiary, as the case may be, in connection  with  any  Asset
Sale is converted into or sold or otherwise disposed of for cash, then such
conversion or  disposition  shall  be  deemed  to  constitute an Asset Sale
hereunder and the Net Cash Proceeds thereof shall be  applied in accordance
with this clause (iii);  provided, further, however, that  the  Company may
defer making an Asset Sale Offer until the aggregate Net Cash Proceeds from
Asset  Sales  to  be  applied  equal  or  exceed $5,000,000; and  provided,
further, however that the Net Cash Proceeds  received  by  the Company or a
Restricted  Subsidiary in connection with the sale of the Philadelphia  MDU
Operation shall  not  be  required  to  be  applied in accordance with this
clause (iii).

The New Indenture is expected to provide that  each notice of an Asset Sale
Offer will be mailed, by first class mail, to holders  of  New Senior Notes
as shown on the applicable register of holders of New Senior  Notes.   Such
notice  will  specify, among other things, the purchase date (which will be
not less than 30  days  nor  more than 45 days from the date such notice is
mailed, except as otherwise required  by  law)  and  the amount of Net Cash
Proceeds available to repurchase New Senior Notes and will otherwise comply
with the procedures set forth in the New Indenture.  Upon  receiving notice
of  the Asset Sale Offer, holders of New Senior Notes may elect  to  tender
their  New Senior Notes in whole or in part in integral multiples of $1,000
in principal amount at maturity.  To the extent holders properly tender New
Senior Notes  with  an  aggregate  principal  amount exceeding the Net Cash
Proceeds available to repurchase New Senior Notes  in the Asset Sale Offer,
New Senior Notes of tendering holders will be repurchased  on  a  pro  rata
basis (based upon the aggregate principal amount at maturity tendered).  To
the extent that the Accreted Value tendered pursuant to an Asset Sale Offer
is  less  than  the  amount  of  Net  Cash Proceeds available therefor, the
Company may use any remaining portion of  such  available Net Cash Proceeds
not required to fund the repurchase of tendered New  Senior  Notes  for any
purposes  otherwise  permitted by the New Indenture.  Upon the consummation
of any Asset Sale Offer,  the  amount  of  Net Cash Proceeds from the Asset
Sale in question to be the subject of future  Asset  Sale  Offers  shall be
deemed to be zero.

In  the  event  of  the  transfer of substantially all (but not all) of the
property and assets of the  Company  and  the Restricted Subsidiaries as an
entirety  to  a  Person  in  a  transaction  permitted   under   "--Merger,
Consolidation  and  Sale  of  Assets" below, the successor Person shall  be
deemed to have sold the properties  and  assets  of  the  Company  and  the
Restricted  Subsidiaries  not  so transferred for purposes of this covenant
and shall comply with the provisions  of this covenant with respect to such
deemed sale as if it were an Asset Sale.   In  addition,  the  fair  market
value  of  such  properties  and  assets  of  the Company or the Restricted
Subsidiaries deemed to be sold shall be deemed  to be Net Cash Proceeds for
purposes of this covenant.
The New Indenture is expected to provide that the  Company will comply with
the  requirements  of  Rule  14e-1  under the Exchange Act  and  any  other
securities laws and regulations thereunder  to  the  extent  such  laws and
regulations are applicable in connection with the repurchase of New  Senior
Notes pursuant to an Asset Sale Offer.

Limitations on Transactions with Affiliates.  The New Indenture is expected
to  provide  that  neither  the Company nor any Restricted Subsidiary will,
directly or indirectly, enter  into, amend or permit or suffer to exist any
transaction (including, without  limitation,  the  purchase, sale, lease or
exchange  of  any  property,  the guaranteeing of any Indebtedness  or  the
rendering of any service) with  or for the benefit of any of its Affiliates
(an  "Affiliate Transaction"), other  than  any  Affiliate  Transaction  or
Affiliate  Transactions  that  are on terms that are fair and reasonable to
the Company and no less favorable  to  the  Company  than  those that might
reasonably  have been obtained at such time in a comparable transaction  by
the Company on  an  arm's-length  basis  from  a  Person  that  is  not  an
Affiliate;  provided, however, that such determination will be made in good
faith by a majority of the members of the Board of Directors of the Company
and by a majority of the disinterested members of the Board of Directors of
the  Company  if any; provided, further, however, that for a transaction or
series of related  transactions  involving value of $5,000,000 or more, the
Board  of  Directors of the Company  shall  have  received,  prior  to  the
consummation  thereof,  an  opinion from a nationally recognized investment
banking firm that such Affiliate  Transaction  is  fair,  from  a financial
point of view, to the Company or such Restricted Subsidiary.

The  foregoing  provisions  shall not prohibit or restrict (a) transactions
between the Company and a Wholly Owned Restricted Subsidiary of the Company
or  among  Wholly  Owned  Restricted   Subsidiaries  of  the  Company,  (b)
Restricted Payments and Permitted Investments  made  in accordance with the
covenant described under "--Limitation on Restricted Payments"  above,  (c)
the  payment  of  reasonable and customary fees to directors of the Company
who are not employees  of  the  Company  and  the payment of reasonable and
customary compensation for director and Board of  Director  observer  fees,
meeting  expenses,  insurance  premiums  and  indemnities,  to  the  extent
permitted  by  law, (d) making loans or advances to officers, employees  or
consultants of the  Company  and  the  Restricted  Subsidiaries  (including
travel  and  moving  expenses) in the ordinary course of business for  bona
fide business purposes  of the Company or such Restricted Subsidiary not in
excess of $250,000 in the  aggregate  at  any one time outstanding, (e) any
employment  or  option  agreement  entered  into  by  the  Company  or  any
Restricted Subsidiary in the ordinary course  of  business that is approved
by the Compensation Committee of the Board of Directors of the Company, (f)
Affiliate Transactions in existence, or for which rights  or agreements are
in  existence, on the Issue Date, in each case as in effect  on  the  Issue
Date;  provided,  however,  that  no additional payments shall be made with
respect thereto without the approval  of  a  majority of the members of the
Board  of  Directors  of the Company and a majority  of  the  disinterested
members of the Board of  Directors  of  the Company, (g) channel leases and
options with Affiliates entered into after  the  Issue  Date  provided such
leases  are no less beneficial to the Company or the applicable  Subsidiary
than any  such  leases  in  effect on the Issue Date, and are approved by a
majority of the Board of Directors  of  the  Company, (h) amendments to, or
renewals of, the agreements and leases referred  to  in  clause (g) of this
sentence;  provided, however, that any such amendments or renewals  are  no
less beneficial to the Company or applicable Restricted Subsidiary than the
agreement or  lease being amended or renewed and are approved by a majority
of the Board of  Directors  of  the  Company  and (i) the issuance of stock
options (and shares of stock upon the exercise  thereof)  pursuant  to  any
stock  option  plan  approved by the Board of Directors and shareholders of
the Company.

Limitation on Dividend  and Other Payment Restrictions Affecting Restricted
Subsidiaries.  The New Indenture  is  expected  to provide that neither the
Company nor any Restricted Subsidiary will, directly  or indirectly, create
or otherwise cause or permit to exist or become effective  any  encumbrance
or  restriction  on  the  ability of any Restricted Subsidiary to: (a)  pay
dividends or make any other  distributions  on  its Capital Stock; (b) make
loans or advances or to pay any Indebtedness or other  obligation  owed  to
the Company or any Restricted Subsidiary; (c) guarantee any Indebtedness or
any  other  obligation  of the Company or any Restricted Subsidiary; or (d)
transfer any of its property  or  assets  to  the Company or any Restricted
Subsidiary (each of the foregoing restrictions,  a  "Payment Restriction"),
except for such encumbrances or restrictions existing  under  or  by reason
of: (1) applicable law; (2) the New Indenture; (3) customary non-assignment
provisions  of  any lease governing a leasehold interest of the Company  or
any  Restricted  Subsidiary;   (4)   any   instrument   governing  Acquired
Indebtedness,  which  encumbrance  or  restriction  was  not  incurred   in
connection  with,  as  a result of, or in anticipation of the incurrence of
such Indebtedness and is not applicable to any Person, or the properties or
assets of any Person, other  than  the Person, or the property or assets of
the Person, so acquired; (5) agreements  existing on the Issue Date as such
agreements are from time to time in effect;  provided,  however,  that  any
amendments   or   modifications   of   such  agreements  which  affect  the
encumbrances or restrictions of the types  subject  to  this covenant shall
not result in such encumbrances or restrictions being less favorable to the
Company in any material respect, as determined in good faith  by  the Board
of Directors of the Company, than the provisions as in effect before giving
effect  to  the  respective  amendment  or  modification;  (6) an agreement
effecting  a  refinancing,  replacement  or  substitution  of  Indebtedness
issued,  assumed  or incurred pursuant to an agreement described in  clause
(4)  or  (5) of this  covenant;  provided,  however,  that  the  provisions
relating  to   such  encumbrance  or  restriction  contained  in  any  such
refinancing, replacement  or  substitution agreement are not less favorable
to the Company in any material  respect  as determined in good faith by the
Board  of Directors of the Company than the  provisions  relating  to  such
encumbrance  or  restriction  contained  in  agreements referred to in such
clause  (4)  or (5) of this covenant; (7) Liens  permitted  under  the  New
Indenture to the  extent that such Liens restrict the transfer of the asset
or assets subject thereto;  and  (8)  with  respect  to  clause  (d) above,
purchase money obligations for property acquired in the ordinary course  of
business pursuant to ordinary business terms.

Limitation  on Restricted and Unrestricted Subsidiaries.  The New Indenture
is expected to  provide  that  the  Board  of  Directors of the Company may
(subject to the penultimate paragraph of this covenant),  if  no Default or
Event  of  Default  shall  have  occurred and be continuing or would  arise
therefrom,  designate  an  Unrestricted   Subsidiary  to  be  a  Restricted
Subsidiary; provided, however, that (i) any  such  redesignation  shall  be
deemed  to  be  an  incurrence  as of the date of such redesignation by the
Company and the Restricted Subsidiaries  of  the  Indebtedness  (if any) of
such  redesignated Subsidiary for purposes of the covenant described  under
"--Limitation  on  Incurrence  of Additional Indebtedness " above; and (ii)
unless  such  redesignated  Subsidiary  shall  not  have  any  Indebtedness
outstanding, other than Indebtedness which would be Permitted Indebtedness,
no such designation shall be  permitted  if immediately after giving effect
to  such  redesignation  and  the  incurrence  of   any   such   additional
Indebtedness  the  Company could not incur $1.00 of additional Indebtedness
(other than Permitted  Indebtedness)  pursuant to the Additional Debt Ratio
test contained in the covenant described  under "--Limitation on Incurrence
of Additional Indebtedness" above.  The Board  of  Directors of the Company
also  may,  if no Default or Event of Default shall have  occurred  and  be
continuing or would arise therefrom, designate any Restricted Subsidiary to
be an Unrestricted  Subsidiary  if  (i)  such  designation  is at that time
permitted  under  the covenant described under "--Limitation on  Restricted
Payments"  above  and   (ii)   immediately  after  giving  effect  to  such
designation,  the  Company could incur  $1.00  of  additional  Indebtedness
(other than Permitted  Indebtedness)  pursuant to the Additional Debt Ratio
test contained in the covenant described  under "--Limitation on Incurrence
of Additional Indebtedness" above.  Any such  designation  by  the Board of
Directors  of  the Company shall be evidenced to the Trustee by the  filing
with the Trustee  of  a  certified  copy of the resolution of the Company's
Board of Directors giving effect to such  designation  or redesignation and
an Officers' Certificate certifying that such designation  or redesignation
complied  with  the  foregoing  conditions and setting forth in  reasonable
detail the underlying calculations.

The New Indenture is expected to  provide that for purposes of the covenant
described  under  "--Limitation  on  Restricted  Payments"  above,  (i)  an
"Investment" shall be deemed to have been  made  at the time any Restricted
Subsidiary  is  designated  as  an  Unrestricted Subsidiary  in  an  amount
(proportionate to the Company's equity  interest  in such Subsidiary) equal
to  the  net  worth  of such Restricted Subsidiary at the  time  that  such
Restricted Subsidiary  is designated as an Unrestricted Subsidiary; (ii) at
any date the aggregate of all Restricted Payments made as Investments since
the Issue Date shall exclude  and be reduced by an amount (proportionate to
the Company's equity interest in  such  Subsidiary) equal to (A) the amount
of Investments in any Unrestricted Subsidiary  that  becomes a Wholly Owned
Restricted  Subsidiary after the date of such Investment  or  (B)  the  net
worth of any  Unrestricted  Subsidiary  at  the time that such Unrestricted
Subsidiary is designated a Restricted Subsidiary,  not  to  exceed,  in the
case  of  any  such  redesignation  of  an  Unrestricted  Subsidiary  as  a
Restricted  Subsidiary,  the  amount  of Investments previously made by the
Company and the Restricted Subsidiaries  in  such  Unrestricted  Subsidiary
that  were treated as Restricted Payments under the New Indenture (in  each
case (i)  and  (ii) "net worth" to be calculated based upon the fair market
value of the assets of such Subsidiary as of any such date of designation);
and (iii) any property  transferred  to  or from an Unrestricted Subsidiary
shall be valued at its fair market value at the time of such transfer.

The  New  Indenture  is  expected  to  provide  that   notwithstanding  the
foregoing,  the  Board  of Directors of the Company may not  designate  any
Subsidiary of the Company  to  be an Unrestricted Subsidiary if, after such
designation,  (a)  the  Company or  any  other  Restricted  Subsidiary  (i)
provides credit support for,  or  a  guarantee of, any Indebtedness of such
Subsidiary (including any undertaking,  agreement  or instrument evidencing
such  Indebtedness)  or  (ii)  is  directly or indirectly  liable  for  any
Indebtedness  of  such  Subsidiary, (b)  a  default  with  respect  to  any
Indebtedness of such Subsidiary  (including  any  right  which  the holders
thereof may have to take enforcement action against such Subsidiary)  would
permit  (upon  notice,  lapse  of  time  or  both)  any holder of any other
Indebtedness  of  the  Company or any Restricted Subsidiary  to  declare  a
default on such other Indebtedness  or  cause  the  payment  thereof  to be
accelerated  or  payable  prior to its final scheduled maturity or (c) such
Subsidiary owns any Capital  Stock  of,  or  owns  or holds any Lien on any
property of, any Restricted Subsidiary which is not  a  Subsidiary  of  the
Subsidiary to be so designated.

The  New  Indenture is expected to provide that Subsidiaries of the Company
that are not  designated  by  the  Board  of  Directors  as  Restricted  or
Unrestricted  Subsidiaries  will  be  deemed to be Restricted Subsidiaries.
Notwithstanding any provisions of this  covenant,  all  Subsidiaries  of  a
Restricted  Subsidiary will be Restricted Subsidiaries and all Subsidiaries
of an Unrestricted Subsidiary will be Unrestricted Subsidiaries.  The Board
of Directors  of the Company may not change the designation of a Subsidiary
of the Company more than twice in any period of five years.
Limitation  on  Issuance   and   Sale   of   Capital  Stock  of  Restricted
Subsidiaries.  The New Indenture is expected to  provide  that  the Company
(a)  will  not permit any Restricted Subsidiary to issue any Capital  Stock
(other than to the Company or a Wholly Owned Restricted Subsidiary) and (b)
will not, and  will  not  permit  any  Restricted  Subsidiary to, transfer,
convey,  sell,  lease  or  otherwise dispose of any Capital  Stock  of  any
Restricted Subsidiary to any  Person  (other  than  the Company or a Wholly
Owned Restricted Subsidiary);  provided, however, that  this  covenant will
not  prohibit (i) the sale or other disposition of all, but not  less  than
all, of the issued and outstanding Capital Stock of a Restricted Subsidiary
owned by the Company and its Restricted Subsidiaries in compliance with the
other  provisions of the Indenture, (ii) the sale or other disposition of a
portion  of  the issued and outstanding Capital Stock of an existing Wholly
Owned Restricted Subsidiary if at the time of such sale or disposition, the
Company could  make an Investment in the remaining Capital Stock held by it
or one of its Restricted  Subsidiaries  in an amount equal to the amount of
its remaining Investment in such existing Restricted Subsidiary pursuant to
the covenant entitled "Restricted Payments,"  or  (iii)  the  ownership  by
directors  of  director's  qualifying  shares  or  the ownership by foreign
nationals  of  Capital Stock of any Restricted Subsidiary,  to  the  extent
mandated by applicable law.

The  Company will  not  permit  any  Restricted  Subsidiary  to  issue  any
Preferred Stock.

Limitation on Liens.  The New Indenture is expected to provide that neither
the Company  nor  any  Restricted  Subsidiary will, directly or indirectly,
create,  incur, assume or suffer to exist  any  Liens  upon  any  of  their
respective  property  or  assets  or on any income or profits therefrom, or
assign or otherwise convey any right  to receive income or profits thereon,
whether  owned  on the date of the New Indenture  or  thereafter  acquired,
unless (x) in the  case  of  Liens securing Indebtedness subordinate to the
New Senior Notes, the New Senior  Notes  are  secured by a valid, perfected
Lien on such property, assets or proceeds that  is  senior  in  priority to
such Liens and (y) in all other cases, the New Senior Notes are equally and
ratably  secured; provided, however, that the foregoing shall not  prohibit
or restrict,  and  the  Company need not equally and ratably secure the New
Senior Notes as a result of, Permitted Liens.

Limitation  on  Sale and Leaseback  Transactions.   The  New  Indenture  is
expected to provide  that neither the Company nor any Restricted Subsidiary
will,  directly  or  indirectly,   enter   into   any  Sale  and  Leaseback
Transaction, except that the Company or any Restricted Subsidiary may enter
into a Sale and Leaseback Transaction if (i) immediately prior thereto, and
after   giving   effect  to  such  Sale  and  Leaseback  Transaction   (the
Indebtedness thereunder being equivalent to the Attributable Value thereof)
the Company could  incur  at  least $1.00 of additional Indebtedness (other
than Permitted Indebtedness) in  compliance  with the Additional Debt Ratio
test contained in the covenant described under  "--Limitation on Incurrence
of  Additional  Indebtedness"  above  and  (ii)  the  Sale   and  Leaseback
Transaction  constitutes  an  Asset  Sale  effected in accordance with  the
requirements of the covenant described under  "--Limitation on Asset Sales"
above.

Limitation on Line of Business.  The New Indenture  is  expected to provide
that for so long as any New Senior Notes are outstanding,  the  Company and
the  Restricted  Subsidiaries  will  engage  solely in the business of  (i)
transmitting and receiving video, voice or data  primarily through wireless
broadband transmission facilities, (ii) utilizing wireless channels for any
commercial   purpose   permitted   by   the  FCC,  and  (iii)   evaluating,
participating or pursuing any other activity or opportunity that is related
to  those  identified  in  (i)  or  (ii)  above   (including   pursuant  to
acquisitions  of entities or divisions or lines of business of entities  in
the foregoing business).

Merger, Consolidation and Sale of Assets.  The New Indenture is expected to
provide that the  Company  will  not,  in  any  transaction  or  series  of
transactions,  merge  or consolidate with or into, or sell, assign, convey,
transfer, lease or otherwise  dispose  of  all  or substantially all of its
properties and assets as an entirety to, any Person  or  Persons,  and  the
Company  will  not  permit any Restricted Subsidiary to enter into any such
transaction or series  of  transactions  if  such  transaction or series of
transactions,  in  the  aggregate,  would  result  in  a sale,  assignment,
conveyance,  transfer, lease or other disposition of all  or  substantially
all of the properties  and  assets  of  the  Company or the Company and the
Restricted Subsidiaries, taken as a whole, to  any other Person or Persons,
unless at the time of and after giving effect thereto (a) either (i) if the
transaction  or  series  of  transactions  is  a  merger  or  consolidation
involving the Company, the Company shall be the surviving  Person  of  such
merger or consolidation, or (ii) the Person formed by such consolidation or
into  which  the Company is merged or to which the properties and assets of
the Company or  such  Restricted  Subsidiary, as the case may be, are sold,
assigned,  conveyed,  transferred,  leased   or   otherwise   disposed   of
(including,  with  respect  to  the  Restricted  Subsidiaries, by merger or
consolidation)  (any such surviving Person or Persons  of  such  merger  or
consolidation or  to whom such sale, assignment, conveyance, lease or other
disposition  has been  made  being  the  "Surviving  Entity")  shall  be  a
corporation organized  and  existing under the laws of the United States of
America, any state thereof or  the District of Columbia and shall expressly
assume  by  a supplemental New Indenture  executed  and  delivered  to  the
Trustee,  in  form   reasonably   satisfactory  to  the  Trustee,  all  the
obligations of the Company under the New Senior Notes and the New Indenture
and in each case, the New Indenture  shall remain in full force and effect;
(b)  immediately  before  and  immediately  after  giving  effect  to  such
transaction or series of transactions  on  a  pro  forma  basis (including,
without limitation, any Indebtedness incurred or anticipated to be incurred
in  connection  with  or  in  respect  of  such  transaction  or series  of
transactions),  no Default or Event of Default shall have occurred  and  be
continuing and the  Company  or  the  Surviving Entity, as the case may be,
after giving effect to such transaction  or series of transactions on a pro
forma basis (including, without limitation,  any  Indebtedness  incurred or
anticipated  to  be  incurred  in  connection  with  or  in respect of such
transaction  or  series of transactions), could incur $1.00  of  additional
Indebtedness (other than Permitted Indebtedness) pursuant to the Additional
Debt Leverage Ratio  in  the  covenant  described  under  "--Limitation  on
Incurrence  of  Additional  Indebtedness"  above; and (c) immediately after
giving effect to such transaction or series  of transactions on a pro forma
basis  (including,  without  limitation,  any  Indebtedness   incurred   or
anticipated  to  be  incurred  in  connection  with  or  in respect of such
transaction or series of transactions), the Consolidated Net  Worth  of the
Company  or the Surviving Entity, as the case may be, is at least equal  to
the  Consolidated   Net  Worth  of  the  Company  immediately  before  such
transaction  or  series   of  transactions;  provided,  however,  that  any
Restricted Subsidiary may merge  or consolidate with the Company if (i) the
Company is the surviving Person of  such  merger  or consolidation and (ii)
immediately before and immediately after giving effect  to such transaction
or  series  of  transactions  on  a  pro  forma  basis (including,  without
limitation,  any Indebtedness incurred or anticipated  to  be  incurred  in
connection  with   or   in   respect  of  such  transaction  or  series  of
transactions), no Default or Event  of  Default  shall have occurred and be
continuing.

The  New  Indenture  is  expected  to  provide  that for  purposes  of  the
foregoing,  the transfer (by lease, assignment, sale  or  otherwise,  in  a
single  transaction   or   series   of  related  transactions)  of  all  or
substantially all of the properties and  assets  of  one or more Restricted
Subsidiaries, the Capital Stock of which constitutes all  or  substantially
all of the properties and assets of the Company, will be deemed  to  be the
transfer  of  all  or substantially all of the properties and assets of the
Company.

The New Indenture is  expected  to  provide  that  in  connection  with any
consolidation,  merger,  sale,  assignment, conveyance, transfer, lease  or
other disposition contemplated hereby,  the Company shall deliver, or cause
to  be  delivered,  to  the  Trustee,  in  form  and  substance  reasonably
satisfactory to the Trustee, an officer's certificate  and  an  opinion  of
counsel,  each  stating  that  such consolidation, merger, transfer, lease,
assignment or other disposition  and  the  supplemental  New  Indenture  in
respect thereof complies with the requirements under the New Indenture.

The  New  Indenture  is  expected to provide that upon any consolidation or
merger  or  any sale, assignment,  conveyance,  transfer,  lease  or  other
disposition of  all  or  substantially  all of the assets of the Company in
accordance with the foregoing, in which the  Company  is not the continuing
corporation,  the successor corporation formed by such a  consolidation  or
into which the  Company  is  merged or to which such transfer is made shall
succeed to, and be substituted  for, and may exercise every right and power
of, the Company under the New Indenture  with  the  same  effect as if such
successor   corporation  had  been  named  as  the  Company  therein,   and
thereafter, except  in  the  case  of  a lease, the predecessor corporation
shall be relieved of all obligations and  covenants under the New Indenture
and the New Senior Notes.

The New Indenture is expected to provide that  for  all purposes of the New
Indenture  and  the  New  Senior  Notes (including the provisions  of  this
covenant and the covenants described  under  "--Limitation on Incurrence of
Additional  Indebtedness,"  "--Limitation  on Restricted  and  Unrestricted
Subsidiaries" and "--Limitation on Liens"),  Subsidiaries  of any Surviving
Entity  will,  upon  such  transaction  or  series of transactions,  become
Restricted Subsidiaries or Unrestricted Subsidiaries  as  provided pursuant
to   the   covenant   described  under  "--Limitation  on  Restricted   and
Unrestricted Subsidiaries"  and all Indebtedness, and all Liens on property
or assets, of the Company and the Restricted Subsidiaries immediately prior
to such transaction or series  of  transactions will be deemed to have been
incurred upon such transaction or series of transactions.

CS  Wireless  Interest.  The New Indenture  is  expected  to  provide  that
notwithstanding  anything  to  the contrary contained in the New Indenture,
for all purposes of the New Indenture,  CS  Wireless, to the extent that it
is a Subsidiary, shall be deemed to be an Unrestricted Subsidiary.

Events of Default

The New Indenture is expected to provide that  the following events will be
defined in the New Indenture as "Events of Default":

(i)the failure to pay the principal or Accreted Value of any Note when such
principal  or  Accreted Value becomes due and payable,  at  maturity,  upon
acceleration, redemption,  pursuant  to  a  required  offer  to purchase or
otherwise;

(ii)a  default  in  the observance or performance of any other covenant  or
agreement contained in  the  New  Senior  Notes  or the New Indenture which
default  continues  for  a  period  of 60 days after the  Company  receives
written notice thereof from the Trustee  specifying the default and stating
that such notice is a "Notice of Default"  under  the  New Indenture or the
Company and the Trustee receive such notice from holders of at least 25% in
aggregate principal amount of the outstanding New Senior Notes;

(iii)default under any mortgage, indenture or instrument  under which there
may  be  issued  or  by  which  there  may  be  secured  or  evidenced  any
Indebtedness for money borrowed by the Company or any Restricted Subsidiary
(or  the  payment  of  which is guaranteed by the Company or any Restricted
Subsidiary), whether such  Indebtedness  or  guarantee  now  exists,  or is
created  after the Issue Date, which default (a) is caused by a failure  to
pay when due  principal  on  such  Indebtedness  within  the  grace  period
provided   in   such  Indebtedness  (which  failure  continues  beyond  any
applicable grace  period)  (a  "Payment  Default")  or  (b)  results in the
acceleration  of  such Indebtedness prior to its express maturity  and,  in
each case, the principal amount of any such Indebtedness, together with the
principal amount of  any other such Indebtedness under which there has been
a  Payment Default or the  maturity  of  which  has  been  so  accelerated,
aggregates $5,000,000 or more;

(iv)one  or  more  judgments in an aggregate amount in excess of $5,000,000
(unless covered by insurance by a reputable insurer as to which the insurer
has acknowledged coverage) being rendered against the Company or any of its
Material Subsidiaries  and  such  judgments remain undischarged or unstayed
for a period of 60 days after such  judgment  or judgments become final and
non-appealable;

(v)certain events of bankruptcy, insolvency or reorganization affecting the
Company or any of its Subsidiaries; or

(vi)any  holder  of at least $5,000,000 in aggregate  principal  amount  of
Indebtedness of the  Company  or  any Restricted Subsidiary shall foreclose
upon assets of the Company or any Restricted Subsidiary having an aggregate
fair market value, individually or in the aggregate, of at least $5,000,000
or  shall  have  exercised any right under  applicable  law  or  applicable
security documents  to  take  ownership  of  any  such  assets  in  lieu of
foreclosure.

The  New  Indenture  is  expected to provide that upon the happening of any
Event of Default specified  in  the  New Indenture, the Trustee may, or the
holders of at least 25% in principal amount of outstanding New Senior Notes
may, declare the Accreted Value of all  the  New Senior Notes to be due and
payable by notice in writing to the Company and  the Trustee specifying the
respective Event of Default and that it is a "notice  of acceleration" (the
"Acceleration  Notice")  and  upon such declaration the same  shall  become
immediately due and payable, notwithstanding  anything contained in the New
Senior Notes or the New Indenture to the contrary.   If an Event of Default
with respect to bankruptcy proceedings relating to the  Company  occurs and
is  continuing,  then such amount will ipso facto become and be immediately
due and payable without  any  declaration  or  other act on the part of the
Trustee or any holder of the New Senior Notes.   Holders  of the New Senior
Notes may not enforce the New Indenture or the New Senior Notes  except  as
provided  in  the New Indenture.  Subject to certain limitation, holders of
not  less than a  majority  in  aggregate  principal  amount  of  the  then
outstanding  New Senior Notes may direct the Trustee in its exercise of any
trust or power.   If  a  Default  or  an  Event  of  Default  occurs and is
continuing  and  is  known to the Trustee, the Trustee shall mail  to  each
holder of the New Senior  Notes  notice  of the Default or Event of Default
within 10 days after obtaining knowledge thereof.  The Trustee may withhold
from holders of the New Senior Notes notice  of  any  continuing Default or
Event  of  Default (except a Default or Event of Default  relating  to  the
payment of principal  or interest or a failure to comply with the covenants
and provisions described  under  "--Certain  Covenants--Limitation on Asset
Sales";  and "--Merger, Consolidation and Sale  of  Assets"  above)  if  it
determines that withholding notice is in their interest.

The New Indenture  is  expected  to  provide  that,  at  any  time  after a
declaration  of  acceleration  with  respect  to  the  New  Senior Notes as
described  in  the preceding paragraph but before a judgment or  decree  of
money due in respect of the New Senior Notes has been obtained, the holders
of not less than  a  majority  in  principal amount of the New Senior Notes
then outstanding by written notice to  the  Company  and  the  Trustee  may
rescind  such  declaration and its consequences if (a) the Company has paid
or deposited with  the Trustee a sum sufficient to pay (i) all sums paid or
advanced  by  the Trustee  under  the  New  Indenture  and  the  reasonable
compensation, expenses,  disbursements  and  advances  of  the Trustee, its
agents  and  counsel,  (ii)  all overdue interest on all New Senior  Notes,
(iii) the principal of and premium,  if  any, on any New Senior Notes which
have  become  due otherwise than by such declaration  of  acceleration  and
interest thereon at the rate borne by the New Senior Notes, and (iv) to the
extent that payment  of  such  interest  is  lawful,  interest upon overdue
interest and overdue principal at the rate provided for  in  the New Senior
Notes  which  has  become  due  otherwise  than  by  such  declaration   of
acceleration;  (b)  the  rescission would not conflict with any judgment or
decree of a court of competent jurisdiction; and (c) all Events of Default,
other than the non-payment  of  principal of, premium, if any, and interest
on the New Senior Notes that have  become due solely by such declaration of
acceleration,  have been cured or waived.   Prior  to  the  declaration  of
acceleration of  the  New  Senior  Notes,  the  holders  of not less than a
majority in principal amount of the New Senior Notes may waive any existing
Default or Event of Default under the New Indenture, and its  consequences,
except a default in the payment of the principal of or interest  on any New
Senior  Notes  or  any  default in respect of any covenant which cannot  be
amended without the consent of each holder affected.

The New Indenture is expected  to  provide that no holder of any of the New
Senior Notes has any right to institute  any proceeding with respect to the
New Indenture or the New Senior Notes or any  remedy thereunder, unless the
holders of at least 25% in aggregate principal  amount  of  the outstanding
New  Senior  Notes  have  made  written  request,  and  offered  reasonable
indemnity, to the Trustee to institute such proceeding as Trustee under the
New Senior Notes and the New Indenture, the Trustee has failed to institute
such  proceeding  within 30 days after receipt of such notice, request  and
offer of indemnity  and  the  Trustee,  within  such 30-day period, has not
received directions inconsistent with such written  request  by  holders of
not  less  than a majority in aggregate principal amount of the outstanding
New Senior Notes.   Such  limitations  do  not  apply,  however,  to a suit
instituted by a holder of a Note for the enforcement of the payment  of the
principal  of,  premium,  if  any, or interest on such Note on or after the
respective due dates expressed or provided for in such Note.

During the existence of an Event  of  Default,  the  Trustee is required to
exercise such rights and powers vested in it under the  New  Indenture  and
use  the same degree of care and skill in its exercise thereof as a prudent
man would exercise or use under the circumstances in the conduct of his own
affairs.   Subject  to  the provisions of the New Indenture relating to the
duties of the Trustee, whether  or  not an Event of Default shall occur and
be  continuing,  the Trustee under the  New  Indenture  is  not  under  any
obligation to exercise  any of its rights or powers under the New Indenture
at the request or direction of any of the holders unless such holders shall
have offered to the Trustee  reasonable  security or indemnity.  Subject to
certain provisions concerning the rights of the Trustee, the holders of not
less than a majority in aggregate principal  amount  of the outstanding New
Senior  Notes  have  the  right  to direct the time, method  and  place  of
conducting any proceeding for any  remedy  available  to  the  Trustee,  or
exercising  any  trust  or  power  conferred  on  the Trustee under the New
Indenture.

The  Company  is  required to furnish to the Trustee annual  and  quarterly
statements as to the  performance  by  the Company of its obligations under
the New Indenture and as to any default  in  such performance.  The Company
is also required to notify the Trustee within  ten  days of any event which
is,  or  after notice or lapse of time or both would become,  an  Event  of
Default.

Defeasance or Covenant Defeasance of New Indenture

The New Indenture  is  expected  to  provide  that  the Company may, at its
option  and  at  any time, terminate the obligations of  the  Company  with
respect  to  the  outstanding   New   Senior  Notes  ("defeasance").   Such
defeasance  means  that  the Company shall  be  deemed  to  have  paid  and
discharged  the entire Indebtedness  represented  by  the  outstanding  New
Senior Notes,  except  for  (i)  the  rights  of holders of outstanding New
Senior Notes to receive payment in respect of the principal of, premium, if
any, and interest on such New Senior Notes when such payments are due, (ii)
the Company's obligations to issue temporary New Senior Notes, register the
transfer or exchange of any New Senior Notes, replace mutilated, destroyed,
lost  or  stolen  New Senior Notes and maintain an  office  or  agency  for
payments in respect  of  the  New  Senior  Notes, (iii) the rights, powers,
trusts,  duties  and immunities of the Trustee,  and  (iv)  the  defeasance
provisions of the  New  Indenture.   In  addition,  the Company may, at its
option and at any time, elect to terminate the obligations  of  the Company
with  respect to certain covenants that are set forth in the New Indenture,
some of  which  are  described  under  "--Certain  Covenants" above and any
subsequent failure to comply with such obligations shall  not  constitute a
Default or Event of Default with respect to the New Senior Notes ("covenant
defeasance").

The  New Indenture is expected to provide that in order to exercise  either
defeasance or covenant defeasance, (i) the Company must irrevocably deposit
with the  Trustee,  in  trust,  for  the  benefit of the holders of the New
Senior Notes, cash in United States dollars,  U.S.  Government  Obligations
(as  defined  in  the  New  Indenture),  or  a combination thereof, in such
amounts as will be sufficient, in the opinion  of  a  nationally recognized
firm of independent public accountants, to pay the principal  of,  premium,
if  any, and interest on the outstanding New Senior Notes to redemption  or
maturity (except lost, stolen or destroyed New Senior Notes which have been
replaced  or paid); (ii) the Company shall have delivered to the Trustee an
opinion of  counsel  to  the effect that the holders of the outstanding New
Senior Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such  defeasance or covenant defeasance and will be
subject to federal income tax on  the  same amounts, in the same manner and
at  the  same  times as would have been the  case  if  such  defeasance  or
covenant defeasance  had  not  occurred  (in  the  case of defeasance, such
opinion must refer to and be based upon a ruling of  the  Internal  Revenue
Service  or  a  change  in  applicable  federal  income tax laws); (iii) no
Default or Event of Default shall have occurred and  be  continuing  on the
date of such deposit; (iv) such defeasance or covenant defeasance shall not
cause  the  Trustee  to  have  a  conflicting  interest with respect to any
securities of the Company; (v) such defeasance or covenant defeasance shall
not result in a breach or violation of, or constitute  a default under, any
material  agreement or instrument to which the Company is  a  party  or  by
which it is  bound; (vi) the Company shall have delivered to the Trustee an
opinion of counsel  to  the  effect  that  after the 91st day following the
deposit,  the  trust  funds  will  not be subject  to  the  effect  of  any
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally; and (vii)  the Company shall have delivered to
the  Trustee  an officers' certificate and  an  opinion  of  counsel,  each
stating that all  conditions  precedent  under  the New Indenture to either
defeasance or covenant defeasance, as the case may  be,  have been complied
with.

Satisfaction and Discharge

The  New  Indenture is expected to provide that the New Indenture  will  be
discharged  and  will cease to be of further effect (except as to surviving
rights or registration  of transfer or exchange of the New Senior Notes, as
expressly provided for in  the  New  Indenture)  as  to all outstanding New
Senior  Notes  when  (i)  either  (a) all the New Senior Notes  theretofore
authenticated and delivered (except  lost,  stolen  or destroyed New Senior
Notes which have been replaced or repaid, and New Senior  Notes  for  whose
payment  money  has  theretofore  been deposited in trust or segregated and
held  in  trust by the Company and thereafter  repaid  to  the  Company  or
discharged  from  such  trust)  have  been  delivered  to  the  Trustee for
cancellation or (b) all New Senior Notes not theretofore delivered  to  the
Trustee for cancellation (except lost, stolen or destroyed New Senior Notes
which  have been replaced or paid) have been called for redemption pursuant
to the terms  of  the  New  Senior  Notes  or have otherwise become due and
payable and the Company has irrevocably deposited or caused to be deposited
with the Trustee funds in an amount sufficient  to  pay  and  discharge the
entire  indebtedness  on the New Senior Notes not theretofore delivered  to
the Trustee for cancellation,  for  principal  of,  premium,  if  any,  and
interest  on  the  New  Senior  Notes  to the date of deposit together with
irrevocable instructions from the Company  directing  the  Trustee to apply
such funds to the payment thereof at maturity or redemption,  as  the  case
may  be;  (ii)  the  Company  has paid all other sums payable under the New
Indenture by the Company; (iii) there exists no Default or Event of Default
under the New Indenture; and (iv)  the Company has delivered to the Trustee
an  officers'  certificate  and an opinion  of  counsel  stating  that  all
conditions precedent under the  New  Indenture relating to the satisfaction
and discharge of the New Indenture have been complied with.

Reports to Holders

The New Indenture is expected to provide  that the Company shall deliver to
the Trustee, within 15 days after it files them with the Commission, copies
of its annual report and of the information,  documents  and  other reports
(or  copies of such portions of any of the foregoing as the Commission  may
by rules  and  regulations prescribe) which the Company is required to file
with the Commission  pursuant  to  Section  13 or 15(d) of the Exchange Act
within  the  time  periods  prescribed under such  rules  and  regulations.
Notwithstanding that the Company  may  not be required to remain subject to
the reporting requirements of Section 13  or  15(d)  of the Exchange Act or
otherwise  report  on an annual and quarterly basis on forms  provided  for
such annual and quarterly  reporting  pursuant  to  rules  and  regulations
promulgated by the Commission, the New Indenture shall require the  Company
to  continue  to  file  with the Commission and provide to the Trustee such
annual and interim reports  on  Forms  10-K  and 10-Q, respectively, as the
Company  would  be  required  to  file were it subject  to  such  reporting
requirements  within  the time periods  prescribed  under  such  rules  and
regulations.  Upon qualification  of  the  New Indenture under the TIA, the
Company shall also comply with the provisions  of  TIA Section 314(a).  The
Company shall not be obligated to file any such reports with the Commission
if the Commission does not permit such filings but shall  remain  obligated
to  provide  such reports to the Trustee and the holders within the periods
of time referred  to  in the preceding sentence.  The Company shall provide
to any holder of New Senior  Notes  any information reasonably requested by
such  holder  concerning  the  Company  (including   financial  statements)
necessary  in  order to permit such holder to sell or transfer  New  Senior
Notes in accordance with Rule 144A promulgated under the Securities Act.

Modification of the New Indenture

The New Indenture  is expected to provide that the Company, when authorized
by a Board Resolution,  and  the Trustee may amend, waive or supplement the
New Indenture or the New Senior  Notes  without notice to or consent of any
Holder: (a) to cure any ambiguity, defect  or  inconsistency; (b) to comply
with  "--Certain  Covenants--Merger, Consolidation,  and  Sale  of  Assets"
above; (c) to provide  for  uncertificated  New Senior Notes in addition to
certificated New Senior Notes; (d) to comply  with  any requirements of the
Commission  in  order to effect or maintain the qualification  of  the  New
Indenture under the  TIA;  or (e) to make any change that would provide any
additional benefit or rights  to  the  Holders  or  that does not adversely
affect  the  rights  of  any  Holder.  Notwithstanding the  foregoing,  the
Trustee and the Company may not  make any change that adversely affects the
rights  of any Holder under the New  Indenture.   Other  modifications  and
amendments  of  the  New Indenture or the New Senior Notes may be made with
the consent of the holders  of  not  less  than  a  majority  in  aggregate
principal  amount  of  the  then outstanding New Senior Notes, except that,
without  the  consent of each holder  of  the  New  Senior  Notes  affected
thereby, no amendment may, directly or indirectly: (i) reduce the amount of
New Senior Notes  whose  holders must consent to any amendment; (ii) reduce
the rate of or change the time for payment of interest, including defaulted
interest or additional interest,  on any New Senior Notes; (iii) reduce the
principal amount or Accreted Value  (or rate of accretion) of or change the
fixed maturity of any New Senior Notes, or change the date on which any New
Senior Notes may be subject to redemption  or  repurchase,  or  reduce  the
redemption  or  repurchase  price  therefor; (iv) make any New Senior Notes
payable in money other than that stated  in  the New Senior Notes; (v) make
any change in provisions of the New Indenture  protecting the right of each
holder of a Note to receive payment of principal  of  and  interest on such
Note on or after the date thereof or to bring suit to enforce  such payment
or  permitting holders of a majority in principal amount of the New  Senior
Notes  to waive Defaults or Events of Default; (vi) subordinate in right of
payment,  or  otherwise  subordinate,  the  New  Senior  Notes to any other
Indebtedness or obligation of the Company; or (vii) amend, alter, change or
modify the obligation of the Company to make and consummate  an  Asset Sale
Offer  or waive any Default in the performance of any such offer or  modify
any of the provisions or definitions with respect to any such offers.

Transfer and Exchange

A holder  may  transfer or exchange New Senior Notes in accordance with the
New Indenture.   The  Registrar and the Trustee may require a holder, among
other things, to furnish  appropriate  endorsements  and transfer documents
and the Company may require a holder to pay any taxes  and fees required by
law  or  permitted  by the New Indenture.  The Company is not  required  to
transfer or exchange  any  Note selected for redemption.  Also, the Company
is not required to transfer  or  exchange  any Note for a period of 15 days
before a selection of New Senior Notes to be redeemed.

The Trustee

The  New  Indenture  is  expected  to  provide  that,   except  during  the
continuance  of  an Event of Default, the Trustee thereunder  will  perform
only such duties as are specifically set forth in the New Indenture.  If an
Event of Default has  occurred and is continuing, the Trustee will exercise
such rights and powers  vested  in  it  under the New Indenture and use the
same degree of care and skill in its exercise  as  a  prudent  person would
exercise  under  the  circumstances  in  the  conduct of such person's  own
affairs.

The New Indenture and provisions of the Trust Indenture  Act  of  1939,  as
amended,  incorporated  by  reference  therein  contain  limitations on the
rights  of  the  Trustee  thereunder,  should it become a creditor  of  the
Company, to obtain payment of claims in  certain  cases  or  to  realize on
certain property received by it in respect of any such claims, as  security
or  otherwise.   The  Trustee is permitted to engage in other transactions;
provided, however, that if it acquires any conflicting interest (as defined
in such Act) it must eliminate such conflict or resign.

Governing Law

The New Indenture is expected to provide that the New Indenture and the New
Senior Notes will be governed by the laws of the State of New York, without
regard to the principles of conflicts of law.

Certain Definitions

Set forth below is a summary  of  certain  of the defined terms used in the
New  Indenture.   Reference  is  made to the New  Indenture  for  the  full
definition of all such terms, as well  as  any  other terms used herein for
which no definition is provided.

"Accreted Value" means with respect to any Note,  as  of  any  date  of the
determination  prior  to the sum of (a) $496.97 per $1,000 principal amount
and (b) the portion of the excess of the principal amount of such Note over
the amount which shall  have  been accreted thereon through such date, such
amount to be so accreted on a daily  basis  at  the  rate of 12% per annum,
compounded semi-annually on each [March 1] and [September 1] from the Issue
Date through the date of determination.

"Acquired  Indebtedness"  means  Indebtedness of a Person  or  any  of  its
Subsidiaries  existing  at  the  time  such  Person  becomes  a  Restricted
Subsidiary or at the time it merges or consolidates with the Company or any
Restricted Subsidiary or assumed in  connection  with  the  acquisition  of
assets  from  such Person, including any such Indebtedness incurred by such
Person in connection  with,  or  in  anticipation or contemplation of, such
Person's becoming a Restricted Subsidiary  or  such  acquisition, merger or
consolidation.

"Additional Debt Ratio" means, at any date of determination,  the  ratio of
(i)  the  aggregate  principal  amount  Indebtedness  that  shall have been
incurred by the Company pursuant to the covenant "uLimitation on Incurrence
of Additional Indebtedness" above and is outstanding on such  date, to (ii)
the aggregate amount of cash that shall have been raised by the  Company as
of such date in one or more Qualified Transactions.

"Affiliate" means a Person who, directly or indirectly, through one or more
intermediaries,  controls, or is controlled by, or is under common  control
with, the Company  or  any Restricted Subsidiary.  The term "control" means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management  and  policies of a Person, whether through the
ownership of voting securities, by  contract or otherwise.  Notwithstanding
the foregoing, the term "Affiliate" shall not, with respect to the Company,
include any Wholly Owned Restricted Subsidiary of the Company.

"Asset  Acquisition"  means  (a)  an  Investment  by  the  Company  or  any
Restricted Subsidiary in any other Person  pursuant  to  which  such Person
shall become a Subsidiary of the Company, or shall be merged with  or  into
the  Company  or  any  Restricted  Subsidiary,  (b)  the acquisition by the
Company  or  any Restricted Subsidiary of the assets of  any  Person  which
constitute all or substantially all of the assets of such Person or (c) the
acquisition by  the Company or any Restricted Subsidiary of any division or
line of business of any Person.

"Asset Sale" means  any  direct  or  indirect  sale,  issuance, conveyance,
transfer, lease (other than operating leases entered into  in  the ordinary
course  of  business  pursuant  to ordinary business terms), assignment  or
other transfer or disposition for  value  (for purposes of this definition,
each,  a  "disposition")  by  the  Company  or  any  Restricted  Subsidiary
(including,  without  limitation,  pursuant  to  any  Sale   and  Leaseback
Transaction or any merger or consolidation of any Subsidiary of the Company
with  or  into  another Person (other than the Company or any Wholly  Owned
Restricted Subsidiary  of  the Company) whereby such Subsidiary shall cease
to be a Restricted Subsidiary)  to  any  Person of (i) any Capital Stock of
any Restricted Subsidiary (other than in respect  of  director's qualifying
shares  or  investments by foreign nationals mandated by  applicable  law);
(ii) all or substantially  all of the properties and assets of any division
or line of business of the Company  or  any Restricted Subsidiary; or (iii)
any other properties or assets of the Company or any Restricted Subsidiary,
other than in the ordinary course of business pursuant to ordinary business
terms; provided, however, that for purposes of the covenant described under
"--Certain Covenants--Limitation on Asset  Sales"  above, Asset Sales shall
not include: (a) a transaction or series of related  transactions for which
the  Company  or  the  applicable Restricted Subsidiary receives  aggregate
consideration of less than  $500,000  in  any fiscal year; (b) transactions
complying with the covenant described under  "--Certain  Covenants--Merger,
Consolidation  and  Sale  of  Assets"  above;  (c) any disposition  to  the
Company; (d) any disposition to a Wholly Owned Restricted Subsidiary of the
Company  that  is  not  subject to any Payment Restriction;  (e)  any  Lien
securing Indebtedness to the extent that such Lien is granted in compliance
with  the  covenant described  under  "--Certain  Covenants--Limitation  on
Liens"  above;   (f)  any  Restricted  Payment  (or  Permitted  Investment)
permitted by the covenant  described under "--Certain Covenants--Limitation
on Restricted Payments" above; (g) any disposition of assets or property in
the ordinary course of business  and  on  ordinary  business  terms  to the
extent  such  property or assets are obsolete, worn out or no longer useful
in the Company's  or  any  Restricted  Subsidiary's  business,  and (h) the
disposition or other transfer of shares of common stock of CS Wireless held
by the Company the nature of a purchase price or other adjustment for which
the  Company  is  obligated  pursuant  to  the  terms  of the Participation
Agreement.

"Attributable  Value"  means,  as to any particular lease under  which  any
Person is at the time liable other than a Capitalized Lease Obligation, and
at any date as of which the amount  thereof  is to be determined, the total
net  amount of rent required to be paid by such  Person  under  such  lease
during  the  initial  term  thereof  as determined in accordance with GAAP,
discounted  from  the  last  date of such  initial  term  to  the  date  of
determination at a rate per annum equal to the discount rate which would be
applicable to a Capitalized Lease Obligation with a like term in accordance
with GAAP.  The net amount of rent required to be paid under any such lease
for any such period shall be the  aggregate  amount  of rent payable by the
lessee with respect to such period after excluding amounts  required  to be
paid  on  account  of insurance, taxes, assessments, utility, operating and
labor costs and similar  charges.   In  the  case  of  any  lease  which is
terminable  by  the  lessee  upon the payment of a penalty, such net amount
shall also include the amount  of  such  penalty,  but  no  rent  shall  be
considered  as required to be paid under such lease subsequent to the first
date upon which it may be so terminated.  "Attributable Value" means, as to
a Capitalized Lease Obligation under which any Person is at the time liable
and at any date  as  of  which  the amount thereof is to be determined, the
capitalized amount thereof that would appear on the face of a balance sheet
of such Person in accordance with GAAP.

"Capital Stock" means (i) with respect to any Person that is a corporation,
any and all shares, interests, participations or other equivalents (however
designated) of capital stock, including  each  class  of  common  stock and
Preferred Stock of such Person and (ii) with respect to any Person  that is
not  a  corporation,  any and all partnership or other equity interests  of
such Person.

"Capitalized Lease Obligation"  means  any  obligation under a lease of (or
other  agreement conveying the right to use) any  property  (whether  real,
personal or mixed) that is required to be classified and accounted for as a
capital  lease  obligation  under  GAAP,  and,  for  purposes  of  the  New
Indenture,  the  amount  of  any  such  obligation at any date shall be the
capitalized  amount thereof at such date,  determined  in  accordance  with
GAAP.

"Cash Equivalents"  means,  at  any  time, (i) any evidence of Indebtedness
with a maturity of 180 days or less issued or directly and fully guaranteed
or insured by the United States of America or any agency or instrumentality
thereof (provided that the full faith  and  credit  of the United States of
America  is pledged in support thereof); (ii) certificates  of  deposit  or
acceptances  with  a  maturity  of  180  days  or  less  of  any  financial
institution  that is a member of the Federal Reserve System having combined
capital and surplus  and  undivided  profits of not less than $500,000,000;
(iii) certificates of deposit with a maturity  of  180  days or less of any
financial  institution  that  is  organized  under the laws of  the  United
States, any state thereof or the District of Columbia  that  are  rated  at
least  A-1  by  S&P  or  at  least P-1 by Moody's or at least an equivalent
rating category of another nationally  recognized securities rating agency;
and (iv) repurchase agreements and reverse  repurchase  agreements  with  a
term  of  not  more  than  7 days relating to marketable direct obligations
issued or unconditionally guaranteed by the government of the United States
of America or issued by any agency thereof and backed by the full faith and
credit of the United States  of  America,  in each case maturing within 180
days  from  the  date  of acquisition; provided  that  the  terms  of  such
agreements comply with the  guidelines  set  forth in the Federal Financial
Agreements of Depository Institutions With Securities  Dealers  and Others,
as adopted by the Comptroller of the Currency on October 31, 1985.

"Closing  Price"  means  on  any Trading Day with respect to the per  share
price of any shares of Capital  Stock  the last reported sale price regular
way or, in case no such reported sale takes  place on such day, the average
of the reported closing bid and asked prices regular way, in either case on
the New York Stock Exchange or, if such shares  of  Capital  Stock  are not
listed  or  admitted to trading on such exchange, on the principal national
securities exchange  on which such shares are listed or admitted to trading
or,  if  not listed or admitted  to  trading  on  any  national  securities
exchange,  on  Nasdaq  or,  if  such  shares  are not listed or admitted to
trading on any national securities exchange or  quoted  on  such  automated
quotation  system  but  the issuer is a Foreign Issuer (as defined in  Rule
3b-4(b) under the Exchange  Act)  and  the principal securities exchange on
which  such  shares  are listed or admitted  to  trading  is  a  Designated
Offshore Securities Market  (as defined in Rule 902(a) under the Securities
Act), the average of the reported  closing bid and asked prices regular way
on such principal exchange or, if such shares are not listed or admitted to
trading on any national securities exchange  or  quoted  on  such automated
quotation  system and the issuer and principal securities exchange  do  not
meet such requirements,  the average of the closing bid and asked prices in
the over-the-counter market  as  furnished  by  any New York Stock Exchange
member  firm that is selected from time to time by  the  Company  for  that
purpose.

"Consolidated  Net  Worth"  means, with respect to any Person, at any date,
the consolidated stockholders'  equity  of  such  Person and its Restricted
Subsidiaries,  as  determined on a consolidated basis  in  accordance  with
GAAP, less any amounts  attributable  to Disqualified Capital Stock of such
Person and any Preferred Stock of any of its Restricted Subsidiaries (other
than  to  the  extent  held by such Person  or  any  of  its  Wholly  Owned
Restricted Subsidiaries).

"CS Wireless Investment" means that certain Investment of the Company in CS
Wireless consisting of,  collectively,   all  of  the equity interest in CS
Wireless received by the Company as of the Issue Date.

"Default" means an event or condition the occurrence  of  which is, or with
the  lapse of time or the giving of notice or both would be,  an  Event  of
Default.

"Disqualified  Capital  Stock"  means any Capital Stock which, by its terms
(or by the terms of any security  into which it is convertible or for which
it is exchangeable), or upon the happening of any event, matures (excluding
any maturity as the result of an optional redemption by the issuer thereof)
or is mandatorily redeemable, pursuant  to  a  sinking  fund  obligation or
otherwise,  or  is  redeemable  at  the  sole  option of the holder thereof
(except,  in each case, upon the occurrence of a  Change  of  Control),  in
whole or in  part, on or prior to the final maturity date of the New Senior
Notes.

"Eligible Institution"  means  a  commercial  banking  institution that has
combined  capital  and  surplus  of  not  less  than  $500 million  or  its
equivalent  in  foreign  currency,  whose  debt  is rated "A"  (or  higher)
according  to  S&P  or Moody's at the time as of which  any  investment  or
rollover therein is made.

"fair market value" means, with respect to any asset or property, the price
which could be negotiated  in an arm's-length, free market transaction, for
cash, between an informed and  willing  seller  and an informed and willing
and able buyer, neither of whom is under undue pressure  or  compulsion  to
complete the transaction.  Except as provided in the Trust Indenture Act of
1939, as amended, fair market value shall be determined (I) with respect to
any  Asset  Sale  involving  consideration  of  less  than  $5,000,000,  by
management  of  the  Company  and  (II)  in all other cases (whether or not
involving an Asset Sale), by the Board of  Directors  of the Company acting
in  good faith and shall be evidenced by a board resolution  (certified  by
the Secretary  or  Assistant  Secretary  of  the  Company) delivered to the
Trustee;   provided,   however,   that   if  (A)  the  aggregate   non-cash
consideration to be received by the Company  or  any  Restricted Subsidiary
from  any Asset Sale shall reasonably be expected to exceed  $5,000,000  or
(B) if  the  net  worth of any Restricted Subsidiary to be designated as an
Unrestricted Subsidiary shall reasonably be expected to exceed $10,000,000,
then fair market value  shall  be  determined  by  a  nationally recognized
investment banking firm.

"GAAP"  means  generally accepted accounting principles set  forth  in  the
opinions and pronouncements  of  the  Accounting  Principles  Board  of the
American  Institute  of  Certified  Public  Accountants  and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment
of  the  accounting profession of the United States of America,  which  are
applicable from time to time and are consistently applied.

"guarantee"  means  any  obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness or other obligation of
any other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i)
to purchase or pay (or advance  or supply funds for the purchase or payment
of) such Indebtedness or other obligation  of  such  other  Person (whether
arising  by  virtue  of  partnership  arrangements,  or  by  agreement   to
keep-well,   to   purchase   assets,  goods,  securities  or  services,  to
take-or-pay, or to maintain financial statement conditions or otherwise) or
(ii) entered into for purposes  of assuring in any other manner the obligee
of such Indebtedness or other obligation  of  the  payment  thereof  or  to
protect  such obligee against loss in respect thereof (in whole or in part)
(but if in  part,  only to the extent thereof); provided, however, that the
term "guarantee" shall  not  include  (A)  endorsements  for  collection or
deposit  in the ordinary course of business and (B) guarantees (other  than
guarantees  of  Indebtedness) by the Company in respect of assisting one or
more Subsidiaries  in  the  ordinary course of their respective businesses,
including without limitation  guarantees of trade obligations and operating
leases, on ordinary business terms.   The  term  "guarantee" used as a verb
has a corresponding meaning.

"incur"    shall    have    the    meaning    set   forth   in   "--Certain
Covenants--Limitation on Incurrence of Additional  Indebtedness" above; and
"incurrence"  and  "incurred"  shall  have  meanings  correlative   to  the
foregoing.

"Indebtedness"  means with respect to any Person, without duplication,  any
liability of such  Person  or such Person's Restricted Subsidiaries (i) for
borrowed money, (ii) evidenced by bonds, debentures, notes or other similar
instruments,  (iii)  constituting   Capitalized   Lease  Obligations,  (iv)
incurred or assumed as the deferred purchase price  of property (including,
without  limitation, obligations which constitute wireless  channel  rights
obligations  as  they  have  been  calculated  in  the financial statements
included in this Prospectus), or pursuant to conditional  sale  obligations
and  title  retention  agreements  (but  excluding  trade  accounts payable
arising  in the ordinary course of business), (v) for the reimbursement  of
any obligor  on any letter of credit, banker's acceptance or similar credit
transaction, (vi)  for  Indebtedness  of  others guaranteed by such Person,
(vii) for Interest Swap Obligations, (viii) for the higher of the voluntary
liquidation   preference,   involuntary   liquidation   preference,   fixed
redemption price or repurchase price of all Disqualified Capital Stock (ix)
the Attributable Value of any lease permitted  by  the  covenant  described
under "-- Limitation on Sale and Leaseback Transactions" above, and (x) for
Indebtedness  of  any  other Person of the type referred to in clauses  (i)
through (ix) which is secured  by any Lien on any property or asset of such
first referred to Person, whether  or  not  such Indebtedness is assumed by
such Person or is not otherwise such Person's  legal  liability;  provided,
however,  that if the obligations so secured have not been assumed by  such
Person or are  otherwise  not  such Person's legal liability, the amount of
such Indebtedness for the purposes  of  this definition shall be limited to
the lesser of the amount of such Indebtedness  secured  by such Lien or the
fair market value of the assets or property securing such Lien.  The amount
of  Indebtedness  of  any  Person  at  any  date  shall  be the outstanding
principal amount of all unconditional obligations described  above, as such
amount  would  be reflected on a balance sheet prepared in accordance  with
GAAP, and the maximum  liability  at  such  date  of  such  Person  for any
contingent obligations described above.

"Interest  Swap Obligations" means the obligations of any Person under  any
interest rate  protection  agreement,  interest  rate future, interest rate
option, interest rate swap, interest rate cap or other  interest rate hedge
or arrangement.

"Investment" by any Person means any direct or indirect (i)  loan,  advance
or other extension of credit or capital contribution (by means of transfers
of  cash  or other property (valued at the fair market value thereof as  of
the date of  transfer)  to  others or payments for property or services for
the account or use of others,  or  otherwise), (ii) purchase or acquisition
of Capital Stock, bonds, notes, debentures or other securities or evidences
of  Indebtedness  issued  by  any  other   Person   (whether   by   merger,
consolidation,  amalgamation  or  otherwise  and  whether  or not purchased
directly  from the issuer of such securities or evidences of  Indebtedness)
and (iii) guarantee  or  assumption of the Indebtedness of any other Person
(except for an assumption  of  Indebtedness  for  which the assuming Person
receives  consideration  with a fair market value at  least  equal  to  the
principal amount of the Indebtedness  assumed).   Investments shall exclude
extensions of trade credit and advances to customers  and  suppliers to the
extent made in the ordinary course of business on ordinary business  terms.
The  amount  of  any  non-cash Investment shall be the fair market value of
such Investment, as determined  conclusively in good faith by management of
the  Company  unless  the fair market  value  of  such  Investment  exceeds
$10,000,000, in which case  the  fair  market  value  shall  be  determined
conclusively in good faith by the Board of Directors of the Company  at the
time  such Investment is made.  Notwithstanding the foregoing, the purchase
or acquisition of any securities of any other Person to the extent effected
with Qualified  Capital  Stock  of the Company shall not be deemed to be an
Investment.   The  amount  of any Investment  shall  not  be  adjusted  for
increases or decreases in value,  or  write-ups,  write-downs or write-offs
with respect to such Investment.

"Issue Date" means the actual date of original issuance  of  the New Senior
Notes.

"Lien" means any lien, mortgage, deed of trust, pledge, security  interest,
charge or encumbrance of any kind (including any conditional sale or  other
title  retention  agreement, any lease in the nature thereof and any option
or other agreement to sell, and any filing of or any agreement to give, any
security interest).

"Material Subsidiary"  means,  at any date of determination, any Restricted
Subsidiary  that,  together  with  its  Subsidiaries  and  each  Defaulting
Subsidiary (as defined below), (i) for  the  most recent fiscal year of the
Company  accounted for more than 10% of the consolidated  revenues  of  the
Company (exclusive  of all Unrestricted Subsidiaries) or (ii) as of the end
of such fiscal year,  was  the  owner  of more than 10% of the consolidated
assets of the Company (exclusive of all  Unrestricted Subsidiaries), all as
set forth on the most recently available consolidated  financial statements
of the Company and its consolidated Restricted Subsidiaries for such fiscal
year prepared in conformity with GAAP.  "Defaulting Subsidiary"  means  any
Restricted Subsidiary with respect to which an event described under clause
(iv) of the first paragraph of "--Events of Default" above has occurred and
is  continuing,  determined  as  if the words "Material Subsidiary" in such
clause were the words "Restricted Subsidiary" therein.

"Moody's" means Moody's Investors Service, Inc. and its successors.

"Net Cash Proceeds" means, with respect  to any Asset Sale, the proceeds in
the  form of cash or Cash Equivalents (including  payments  in  respect  of
deferred  payment  obligations  when  received  in the form of cash or Cash
Equivalents) received by the Company or any Restricted Subsidiary from such
Asset Sale net of (i) reasonable out-of-pocket expenses  and  fees relating
to  such  Asset Sale (including, without limitation, legal, accounting  and
investment  banking  fees  and  sales  commissions,  recording  fees, title
insurance  premiums,  appraisers'  fees  and  costs reasonably incurred  in
preparation  of  any  asset  or  property for sale),  (ii)  taxes  paid  or
reasonably estimated to be payable (calculated based on the combined state,
federal and foreign statutory tax  rates  applicable  to the Company or the
Restricted Subsidiary consummating such Asset Sale) and  (iii) repayment of
Indebtedness secured by assets subject to such Asset Sale, (iv) appropriate
amounts  to  be provided by the Company or any Restricted Subsidiary  as  a
reserve, in accordance  with  GAAP  against any liabilities associated with
such assets and retained by the Company  or any Restricted Subsidiary after
such  Asset  Sale,  including,  without  limitation,   pension   and  other
post-employment    benefit   liabilities   and   liabilities   related   to
environmental  matters  and  the  after-tax  cost  of  any  indemnification
payments (fixed  or contingent) attributable to the seller's indemnities to
the purchaser undertaken  by  the  Company  or any Restricted Subsidiary in
connection with any such Asset Sale (but excluding  any  payments which, by
the  terms  of the indemnities will not, under any circumstances,  be  made
during the term  of  the  New  Senior  Notes) and (v) all distributions and
other  payments  required  to  be  made to minority  interests  holders  in
Restricted Subsidiaries or joint ventures  as  a result of such Asset Sale;
provided, however, that if the instrument or agreement governing such Asset
Sale requires the transferor to maintain a portion of the purchase price in
escrow  (whether  as  a  reserve for adjustment of the  purchase  price  or
otherwise)  or  to  provide  for  indemnification  of  the  transferee  for
specified liabilities in a maximum  specified  amount,  the  portion of the
cash  or  Cash Equivalents that is actually placed in escrow or  segregated
and set aside  by the transferor for such indemnification obligations shall
not be deemed to  be  Net  Cash Proceeds until the escrow terminates or the
transferor ceases to segregate  and  set  aside  such funds, in whole or in
part, and then only to the extent of the proceeds  released  from escrow to
the  transferor  or  that  are  no longer segregated and set aside  by  the
transferor.

"Participation Agreement" means that certain agreement dated as of December
15, 1995 by and among the Company,  CS Wireless Systems, Inc. and Heartland
Wireless  Communications,  Inc.,  as  amended   by   Amendment   No.  1  to
Participation Agreement dated as of February 22, 1996.

"Payment  Restriction"  shall  have  the  meaning  set  forth in "--Certain
Covenants--Limitation on Dividend and Other Payment Restrictions  Affecting
Restricted Subsidiaries" above.

"Permitted  Exchange"  shall  have  the  meaning  set  forth  in "--Certain
Covenants--Limitation on Asset Sales" above.

"Permitted Indebtedness" means, without duplication, each of the following:

(a)     the New Senior Notes;

(b)     the  Indebtedness of the Company under the Senior Secured  Facility
(and the incurrence  by any Restricted Subsidiary of guarantees thereof) in
an aggregate principal  amount  at  any  one time outstanding not to exceed
$[80] million, less any amounts applied to  the permanent reduction of such
credit facility pursuant to the provisions of  the covenant described under
the caption "Limitation on Asset Sales";

(c)     Indebtedness outstanding on the Issue Date  less any prepayments or
repayments in respect thereof, together with Indebtedness  incurred  by the
Company  in satisfaction of any purchase price or other adjustments arising
out of the transactions contemplated by the Participation Agreement;

(d)     Interest  Swap  Obligations:  provided, however, that such Interest
Swap Obligations are entered into to protect  the Company from fluctuations
in interest rates of its Indebtedness, to the extent the notional principal
amount  of  such  Interest Swap Obligation does not  exceed  the  principal
amount of the Indebtedness to which such Interest Swap Obligations relate;

(e)     Refinancing Indebtedness;

(f)     Indebtedness arising from the honoring by a bank or other financial
institution of a check,  draft  or similar instrument inadvertently (except
in the case of daylight overdrafts) drawn against insufficient funds in the
ordinary course of business; provided,  however,  that such Indebtedness is
extinguished within two business days of incurrence;

(g)     Indebtedness of a Wholly Owned Restricted Subsidiary of the Company
owed  to  and  held  by  the  Company  or  another Wholly Owned  Restricted
Subsidiary of the Company, in each case which  is not subordinated in right
of payment to any Indebtedness of such Restricted  Subsidiary,  except that
(i)  any  transfer  of  such Indebtedness by the Company or a Wholly  Owned
Restricted Subsidiary of  the  Company  (other  than to the Company or to a
Wholly  Owned  Restricted Subsidiary of the Company)  and  (ii)  the  sale,
transfer or other  disposition  by the Company or any Restricted Subsidiary
of Capital Stock of a Wholly Owned  Restricted  Subsidiary  of  the Company
which is owed Indebtedness of another Wholly Owned Restricted Subsidiary of
the  Company such that it ceases to be a Wholly Owned Restricted Subsidiary
of the  Company  shall,  in  each case, be an incurrence of Indebtedness by
such Restricted Subsidiary subject  to the other provisions of the covenant
described under "uCertain Covenants--Limitation on Incurrence of Additional
Indebtedness" above;

(h)     Indebtedness of the Company owed  to  and  held  by  a Wholly Owned
Restricted Subsidiary of the Company which is unsecured and subordinated in
right   of  payment  to  the  payment  and  performance  of  the  Company's
obligations  under  the New Indenture and the New Senior Notes, except that
(i)  any  transfer  of such  Indebtedness  by  a  Wholly  Owned  Restricted
Subsidiary of the Company  (other  than  to another Wholly Owned Restricted
Subsidiary of the Company) and (ii) the sale, transfer or other disposition
by the Company or any Restricted Subsidiary  of  Capital  Stock of a Wholly
Owned Restricted Subsidiary of the Company which holds Indebtedness  of the
Company  such that it ceases to be a Wholly Owned Restricted Subsidiary  of
the Company  shall,  in  each case, be an incurrence of Indebtedness by the
Company, subject to the other  provisions  of  the covenant described under
"uCertain Covenants--Limitation on Incurrence of  Additional  Indebtedness"
above;

(i)     Indebtedness   of   the   Company   or  any  Restricted  Subsidiary
represented by letters of credit for the account  of  the  Company  or such
Restricted Subsidiary, as the case may be, in order to provide security for
workers'  compensation  claims,  payment  obligations  in  connection  with
self-insurance  or  similar requirements in the ordinary course of business
pursuant to ordinary business terms;

(j)     Indebtedness  incurred  by the Company the proceeds of which are to
be used to fund the operation of  the  Wireless  Broadband  Business of the
Company  and  its  Restricted  Subsidiaries;  provided,  however, that  the
aggregate   principal  amount  of  Indebtedness  incurred  and  outstanding
pursuant to this clause (j) shall not exceed $5 million in the aggregate at
any time outstanding.

"Permitted Investment" means, without duplication, each of the following:

(i)Investments  by the Company or any wholly-owned Restricted Subsidiary to
acquire the stock  of or assets of a Person (or Indebtedness of such Person
acquired in connection  with  a  transaction in which such person becomes a
Restricted Subsidiary) engaged in the wireless cable transmission business,
including  related activities and services,  provided,  however,  that  the
aggregate amount  of  Investments  made  and  outstanding  pursuant to this
clause (i) which at the time of determination has been made  in  an  entity
which is not a Wholly Owned Restricted Subsidiary of the Company shall  not
at any time exceed $15,000,000;

(ii)Investments  arising  as  a result of the receipt by the Company or any
Restricted Subsidiary of non-cash  consideration for an Asset Sale effected
in compliance with "--Certain Covenants--  Limitation on Asset Sales" above
(other than pursuant to a Permitted Exchange);

(iii)Investments by the Company or any Wholly  Owned  Restricted Subsidiary
of  the Company in any Wholly Owned Restricted Subsidiary  of  the  Company
(whether  existing  on  the Issue Date or created thereafter) or any Person
that after such Investment and, as a result thereof, becomes a Wholly Owned
Restricted Subsidiary of  the Company and Investments in the Company by any
Subsidiary of the Company;

(iv)Cash and Cash Equivalents;

(v)Investments in securities  of  trade creditors, wholesalers or customers
received pursuant to any plan of reorganization or similar arrangement; and

(vi)Investments,  including the CS Wireless  Investment,  existing  on  the
Issue Date to the extent and in the manner so existing on the Issue Date;

"Permitted Liens" means, without duplication, each of the following:

(i)Liens in favor of  the  Trustee  in  its  capacity  as  trustee  for the
Holders;

(ii)Liens existing on the Issue Date as in effect on such date;

(iii)Liens  on property of the Company securing up to $25,000,000 aggregate
principal amount of Additional Indebtedness incurred pursuant to "--Certain
Covenants -- Limitation on Incurrence of Indebtedness" other than Permitted
Indebtedness;

(iv)Liens  on  property  existing  on  the  date  of  acquisition  thereof;
provided, however,  that  such Liens are not incurred as a result of, or in
connection with or in anticipation  of,  such  transaction  and  such Liens
relate solely to the property so acquired;

(v)Liens  to secure the payment of all or a part of the Purchase price  for
Productive  Asset or construction costs of acquired or constructed property
which is to be  used  by  the Company exclusively in the Wireless Broadband
Business, including related  activities and services, after the Issue Date;
provided, however, that the Indebtedness  secured  by  such Liens shall not
exceed $75,000,000 less the Indebtedness secured by Liens  contemplated  by
clause (iii) above and such Liens shall not extend to any other property or
assets of the Company other than the property or assets so acquired;

(vi)Liens for taxes, assessments and governmental charges to the extent not
required to be paid under the New Indenture;

(vii)statutory  Liens  of  landlords and carriers, warehousemen, mechanics,
suppliers, materialmen, repairmen  or  other  like  Liens to the extent not
required to be paid under the New Indenture;

(viii)pledges  or  deposits  to secure lease obligations  or  nondelinquent
obligations under workers' compensation,  unemployment insurance or similar
legislation  (other than the Employee Retirement  Income  Security  Act  of
1974, as amended from time to time ("ERISA"));
(ix)Liens to secure  the  performance  of public statutory obligations that
are not delinquent, performance bonds or other obligations of a like nature
(other than for borrowed money), in each  case  incurred  in  the  ordinary
course of business pursuant to ordinary business terms;

(x)easements,  rights-of-way, restrictions, minor defects or irregularities
in title and other similar charges or encumbrances incurred in the ordinary
course of business  pursuant  to ordinary business terms not interfering in
any material respect with the business  of  the  Company  or any Restricted
Subsidiary;

(xi)Liens upon specific items of inventory or other goods and  proceeds  of
any  Person  securing  such  Person's  obligations in respect of letters of
credit or bankers' acceptances issued or  created  for  the account of such
Person to facilitate the purchase, shipment or storage of such inventory or
other  goods  in  the  ordinary  course  of  business pursuant to  ordinary
business terms;

(xii)judgment and attachment Liens not giving rise to an Event of Default;

(xiii)leases  or  subleases granted to others in  the  ordinary  course  of
business pursuant to  ordinary  business  terms  and  consistent  with past
practice not interfering in any material respect with the business  of  the
Company or any Restricted Subsidiary;

(xiv)any  interest  or  title  of  a  lessor in the property subject to any
lease, whether characterized as capitalized  or  operating  other  than any
such  interest  or title resulting from or arising out of a default by  the
Company or any Restricted Subsidiary of its obligations under such lease;

(xv)Liens arising  from  filing  UCC financing statements for precautionary
purposes  in connection with true leases  of  personal  property  that  are
otherwise permitted  under the New Indenture and under which the Company or
any Restricted Subsidiary is a lessee;

(xvi)Liens with respect  to  Acquired  Indebtedness  incurred in accordance
with  the  covenant  described  under  "--Certain Covenants--Limitation  of
Incurrence of Additional Indebtedness" above;  provided,  however, that (A)
such Liens secured such Acquired Indebtedness at the time of  and  prior to
the  incurrence  of such Acquired Indebtedness by the Company and were  not
granted as a result  of,  in  connection  with,  or in anticipation of, the
incurrence of such Acquired Indebtedness by the Company  and (B) such Liens
do not extend to or cover any property or assets of the Company  or  of any
Restricted  Subsidiary  other  than the property or assets that secured the
Acquired Indebtedness prior to the  time  such Indebtedness became Acquired
Indebtedness of the Company and are no more  favorable  to  the lienholders
than  those  securing the Acquired Indebtedness prior to the incurrence  of
such Acquired Indebtedness by the Company;

(xvii)Liens to  secure  Capitalized Lease Obligations to the extent arising
from   transactions   consummated    in    compliance    with    "--Certain
Covenants--Limitation   on   Incurrence  of  Additional  Indebtedness"  and
"--Limitation on Sale and Leaseback Transactions" above; provided, however,
that such Liens do not extend  to  or  cover  any property or assets of the
Company or of any Restricted Subsidiary, other  than the property or assets
subject to such Capitalized Lease Obligation; and

(xviii)any Lien to secure the refinancing of any  Indebtedness described in
the  foregoing  clauses;  provided, however, that to the  extent  any  such
clause limits the amount secured  or  the  asset  subject to such Liens, no
refinancing shall increase the assets subject to such  Liens  or the amount
secured thereby beyond the assets or amounts set forth in such clauses.

"Person"  means an individual, partnership, corporation, limited  liability
company,  unincorporated   organization,  trust  or  joint  venture,  or  a
governmental agency or political subdivision thereof.

"Philadelphia MDU Operation"  means the assets relating to the provision of
video programming to certain multi-dwelling units located in and around the
Philadelphia, PA market.

"Preferred Stock" of any Person means any Capital Stock of such Person that
has preferential rights to any  other  Capital  Stock  of  such Person with
respect to dividends or redemptions or upon liquidation.

"Productive  Assets" means assets of a kind used or usable by  the  Company
and  the  Restricted  Subsidiaries  in  wireless  broadband  businesses  or
businesses reasonably related thereto.

"Qualified  Capital Stock" means any Capital Stock that is not Disqualified
Capital Stock.

"Qualified Transaction"  means  the  sale of Qualified Capital Stock of the
Company by the Company to any Person for cash.

"refinance"  means,  in  respect  of  any  security   or  Indebtedness,  to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire,
or to issue a security or Indebtedness in exchange or replacement for, such
security   or   Indebtedness   in  whole  or  in  part;  "refinanced"   and
"refinancing" shall have correlative meanings.

"Refinancing  Indebtedness"  means   any  refinancing  by  the  Company  of
Indebtedness of the Company or of any  Restricted  Subsidiaries incurred in
accordance   with   "--Certain  Covenants--Limitation  on   Incurrence   of
Additional Indebtedness"  above  (other  than pursuant to clauses (e), (f),
(g),  (h) and (i) of the definition of Permitted  Indebtedness);  provided,
however,  that  such  Indebtedness  so  incurred  to  refinance  such other
Indebtedness  (the  "Existing  Indebtedness")  (1)  is  not in an aggregate
principal  amount  as  of  the  date  of the consummation of such  proposed
refinancing  in  excess  of  (or  if such Indebtedness  being  incurred  to
refinance the Existing Indebtedness is issued with original issue discount,
at an original issue price not in excess  of)  the sum of (i) the aggregate
principal  amount outstanding of the Existing Indebtedness  (provided  that
(a) if such  Existing Indebtedness was issued with original issue discount,
in  excess  of the  accreted  amount  of  such  Existing  Indebtedness  (as
determined in  accordance  with  GAAP)  as  of  the  date  of such proposed
refinancing, (b) if such Existing Indebtedness was incurred  pursuant  to a
revolving credit facility or any other agreement providing a commitment for
subsequent  borrowings,  with  a  maximum  commitment  under  the agreement
governing  the  Indebtedness proposed to be incurred not in excess  of  the
maximum commitment  amount  under  such  Existing  Indebtedness and (c) any
amount of such Existing Indebtedness owned or held by the Company or any of
its  Subsidiaries shall not be deemed to be outstanding  for  the  purposes
hereof)  as  of the date of such proposed refinancing, plus (ii) the amount
of any premium  required  to  be  paid  under  the  terms of the instrument
governing  such  Existing  Indebtedness  and  plus  (iii)  the   amount  of
reasonable  expenses  incurred  by  the  Company  in  connection  with such
refinancing  and  (2) does not have (I) a Weighted Average Life to Maturity
that is less than the  Weighted  Average  Life  to Maturity of the Existing
Indebtedness or (II) a final maturity earlier than  the  final  maturity of
the  Existing  Indebtedness;  provided, further, however, that (x) if  such
Existing Indebtedness is subordinate  or  junior  to  the New Senior Notes,
then  such Indebtedness proposed to be incurred to refinance  the  Existing
Indebtedness  shall  be subordinate to the New Senior Notes at least to the
same extent and in the  same  manner  as  the Existing Indebtedness and (y)
such  Indebtedness  proposed  to  be  incurred to  refinance  the  Existing
Indebtedness is not incurred more than  three  months prior to the complete
retirement  or defeasance of the Existing Indebtedness  with  the  proceeds
thereof.

"Restricted Payment"  shall  have  the  meaning  set  forth in the covenant
described  under  "--Certain Covenants--Limitation on Restricted  Payments"
above.

"Restricted Subsidiary"  means  any  Subsidiary of the Company which, as of
the determination date, is not an Unrestricted Subsidiary.

"Sale and Leaseback Transaction" means  any  direct or indirect arrangement
with any Person or to which any such Person is  a  party  providing for the
leasing to the Company or a Restricted Subsidiary of any property,  whether
owned  by  the  Company  or  any Restricted Subsidiary at the Issue Date or
later acquired, which has been  or  is  to  be  sold  or transferred by the
Company or such Restricted Subsidiary to such Person or to any other Person
from  whom  funds  have been or are to be advanced by such  Person  on  the
security of such property.

"Senior Secured Facility"  means the financing agreement to be entered into
on or prior to the Confirmation  Date  by  the  Company,  the lenders named
therein,  and  the  agent  named  therein,  including  any  related  notes,
guarantees,  collateral documents, instruments and agreements  executed  in
connection  therewith,   as   such   facility  may  be  amended,  restated,
supplemented, refinanced, extended or otherwise modified from time to time.

"Stated Maturity," when used with respect  to  a Note or any installment of
interest thereon, means the date specified in such  Note  as the fixed date
on which the principal of such Note or such installment of  interest is due
and payable.

"Subsidiary,"  with  respect  to  any Person, means (i) any corporation  of
which at least a majority of the outstanding Voting Stock shall at the time
be owned, directly or indirectly, by  such  Person or (ii) any other Person
of which at least a majority of the outstanding  Voting  Stock  is  at  the
time, directly or indirectly, owned by such Person.

"Surviving  Entity"  shall  have  the  meaning  set  forth  in the covenant
described  under  "--Certain Covenants--Merger, Consolidation and  Sale  of
Assets" above.

"Total Market Capitalization"  of  any  Person  means,  as  of  any  day of
determination,  the sum of (1) the consolidated Indebtedness of such Person
and its Subsidiaries on such day, plus (2) the product of (i) the aggregate
number of outstanding primary shares of Common Stock of such Person on such
day (which shall  not  include  any  options  or warrants on, or securities
convertible or exchangeable into, shares of Common  Stock  of  such Person)
and  (ii)  the  average  Closing  Price  of  such Common Stock over the  20
consecutive  Trading Days immediately preceding  such  day,  plus  (3)  the
liquidation value  of  any  outstanding  shares  of Preferred Stock of such
Person on such day.  If no such Closing Price exists with respect to shares
of any such class, the value of such shares for purposes  of  clause (2) of
the  preceding  sentence  shall  be  determined  by the Company's Board  of
Directors  in good faith and evidenced by a resolution  of  such  Board  of
Directors delivered to the Trustee.

"Trading Day"  means  with  respect  to  a securities exchange or automated
quotation system, a day on which such exchange or system is open for a full
day of trading.

"Unrestricted Subsidiary" means a Subsidiary  of  the Company created after
the Issue Date and so designated by a resolution adopted  by  the  Board of
Directors  of  the  Company in accordance with the covenant described under
"--Certain   Covenants--Limitation    on    Restricted   and   Unrestricted
Subsidiaries" above.

"Voting Stock" means, with respect to any Person,  securities  of any class
or  classes  of Capital Stock in such Person entitling the holders  thereof
(whether at all  times  or  only  so  long  as no senior class of stock has
voting  power by reason of any contingency) to  vote  in  the  election  of
members of the Board of Directors of such Person.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness
or Preferred  Stock  at  any date, the number of years obtained by dividing
(a)  the  then  outstanding  aggregate   principal  amount  or  liquidation
preference of such Indebtedness or Preferred  Stock  into  (b) the total of
the  product obtained by multiplying (i) the amount of each then  remaining
installment,  sinking  fund,  serial  maturity or other required payment of
principal or liquidation preference, including  payment  at final maturity,
in respect thereof, by (ii) the number of years (calculated  to the nearest
one-twelfth)  which  will elapse between such date and the making  of  such
payment.

"Wholly Owned Restricted  Subsidiary" of any Person means any Subsidiary of
such  Person  of  which  all the  outstanding  Capital  Stock  (other  than
directors' qualifying shares)  are owned by such Person or any Wholly Owned
Restricted Subsidiary of such Person.

"Wireless Broadband Business" means transmitting and receiving video, voice
or data primarily through wireless broadband transmission facilities, alone
or in conjunction with satellite  transmission services, utilizing wireless
channels  for  any  commercial purpose  permitted  by  the  FCC  and  other
activities directly


























        EXHIBIT D

        TO

        DISCLOSURE STATEMENT WITH RESPECT TO JOINT
        REORGANIZATION PLAN OF CAI WIRELESS SYSTEMS, INC.
        AND PHILADELPHIA CHOICE TELEVISION, INC.


        LIQUIDATION ANALYSIS






CAI Wireless Systems, Inc.
Chapter 7 Liquidation Analysis
As of March 31, 1998

Introduction

The Company believes  that  the  value of the property to be received under
the Plan by each holder of an Impaired  Claim  is  more than the value such
holder would receive in a liquidation of the Company under Chapter 7 of the
Bankruptcy Code.  To arrive at that conclusion, the  Company  estimated and
compared  the  likely  returns  to  each holder of an Impaired Claim  in  a
liquidation  under Chapter 7 of the Bankruptcy  Code  and  the  Plan.   The
results of such analyses are set forth below.

The Liquidation  Analysis  was  prepared using CAI's assets as of March 31,
1998,  and is based on a number of  estimates  and  assumptions  which  are
inherently  subject  to  significant economic and competitive uncertainties
and contingencies beyond the  control  of CAI and/or any Chapter 7 trustee.
ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT  THE  VALUES  REFLECTED  IN THE
LIQUIDATION  ANALYSIS  WOULD  BE  REALIZED IF CAI WERE, IN FACT, TO UNDERGO
SUCH A CHAPTER 7 LIQUIDATION, AND ACTUAL RESULTS COULD VARY MATERIALLY FROM
THOSE SHOWN HERE.

Major Assumptions

        CAI' operating systems are  assumed  to be sold in whole or in part
(potentially  market  by  market)  to  maximize value  in  the  liquidation
process.  CAI is required to make certain  payments,  including payments to
maintain certain lease obligations for equipment and spectrum,  until  each
system  is  sold.   The  net  cash expense required for the continuation of
operations  is  assumed  to total  $9.2  million.   Operations  during  the
liquidation period would not  generate  sufficient  cash  to  support  such
operations.   Funding  is  assumed to come from a combination of restricted
cash on hand (from funds advanced  to CAI by its senior secured lender) and
the extension of additional credit by CAI's current lender.  If such credit
was not available, however, CAI would be unable to continue operations, and
the estimated liquidation value of CAI's  wireless  channel rights would be
approximately $25 million, rather than $91 million (as set forth below).

        All assets are assumed to be sold within an average  of six months.
All  liquidation  proceeds are stated in actual dollar terms and  have  not
been discounted to present values.

        Significant  reductions  in  personnel  occur  at the outset of the
Chapter 7 liquidation.  Operating expenses continue to be  incurred through
the  liquidation  period,  however, primarily as a result of the  continued
employment of individuals necessary  to  maintain the operating systems and
perform administrative functions required by the Chapter 7 trustee.

        During the Chapter 7 liquidation,  CAI,  through  the Subsidiaries,
continues to operate its business and, accordingly, events  may  occur that
could  impact  recovery  proceeds  and Claims to be satisfied.  Such events
could include changes in legislation related to the liquidation process and
changes in the market.

        If  the  implementation  of the  liquidation  process  is  delayed,
significant operating losses and/or  changes  in assets and liabilities may
be incurred during the interim period until the  liquidation  is completed,
and  the net liquidation value could be significantly below that  estimated
herein.

        Upon  liquidation,  actual  liabilities may vary significantly from
those reflected on the Company's March  31, 1998 consolidated balance sheet
and in this Liquidation Analysis, because  Claims  presently unknown to the
Company may be asserted.  It is not possible to predict  with any certainty
the  inevitable  increase  in liabilities resulting from contingent  and/or
unliquidated  Claims.   Actual  amounts  may  vary  materially  from  these
estimates.

        Liquidation  values   are   predicated  upon  the  March  31,  1998
consolidated financial statements provided  by  the  Company.  The analysis
does not take into account the effect of operating results  or  adjustments
to  the  unaudited  financial  statements subsequent to March 31, 1998,  or
changes in assets and liabilities  after  that  date,  except  for specific
adjustments  described  in  the  assumptions  or  notes  to the Liquidation
Analysis.

        This  analysis  assumes no new litigation and only assumes  amounts
already accrued on the consolidated balance sheet to cover known litigation
exposures.


Note A - Actual Book Values as of March 31, 1998

The book values used in this Liquidation Analysis are the book values as of
March 31, 1998 (unless otherwise noted).

Note B - Cash and Cash Equivalents

The Liquidation Analysis  assumes  that  operations prior to and during the
liquidation period will leave the Company with no cash or cash equivalents.
The costs of operating the Company through the six month liquidation period
are projected to be approximately $9.2 million.   $2.0  million  -of  these
costs  is  expected  to  be funded from restricted cash proceeds previously
received by the Company under the Note Purchase Agreement.

Note C B Subscriber and Other Receivables

Subscriber and other receivables are due from CAI's analog video customers.
Accounts receivable are assumed to be 47.0%, collectible.

Note D - Prepaid Expenses

Prepaid  expenses  and  other   current  assets  are  composed  of  prepaid
programming, insurance, postage and  service  contracts.   Prepaid expenses
and other current assets are estimated to have no liquidation value.

Note E - Property, Plant & Equipment

The  estimated  liquidation  values  of  equipment,  real estate and  other
components  of  property,  plant  and  equipment are based  on  discussions
between management, in-house engineers,  outside  contractors, and vendors.
Equipment  includes  transmission equipment, subscriber  equipment,  office
furniture and equipment,  leasehold improvements, vehicles, and projects in
progress.   Projects  in  progress  is  primarily  comprised  of  equipment
purchased  for the roll-out  of  service  in  Hampton  Roads.  Based  on  a
line-by-line  analysis,  the  fixed  assets  and  projects in progress were
estimated  to generate $19.8 million in a liquidation,  or  39.7%  of  book
value.

Note F B Wireless Channel Rights, Net

The value of  the  wireless  channel  rights  was  determined  based on the
results  of  the FCC's LMDS auction which occurred in March of 1998.   LMDS
spectrum can be  used  for  telephony,  high  speed  data  and subscription
television services, and consists of two blocks, a 1,100 MHz  block at a 28
GHz  frequency  and another 150 MHz block. While CAI only has a portion  of
198 MHz of bandwidth  at the 2.5 GHz frequency, this bandwidth is much more
efficient than bandwidth at the 28 GHz frequency.  This enhanced efficiency
should allow MMDS companies  to  offer  the  same  capacity  of services as
entities  utilizing  LMDS  spectrum.   Furthermore,  the  LMDS auction  may
provide  a  proxy  for a liquidation value because any liquidation  of  the
Company would result  in  an  auction of its spectrum on a market-by-market
basis.

 An analysis of the net price paid  "per  POP"  (an  industry term for "per
person") for the top 20 markets determined that the average  price  per POP
was $3.17. This figure was multiplied by CAI's 44.8 million POPS (in  major
markets)  and  then  discounted by the weighted average percent of channels
that CAI does not control  in each market. In CAI's top twelve markets, the
Company controls a weighted average (using the population of each market as
the weighting factor ) of 29.6  of the total 33 channels (6 MHz) within the
MMDS spectrum. The resulting value was further reduced by the present value
of ten years of estimated future lease payments on leased channels.

Note G B Investment in CS Wireless

In a liquidation scenario, the value  of  the  CS Wireless equity stake was
assumed to be nominal.

Note H B Investment in TelQuest

CAI's investment in TelQuest is assumed to be sold for $1.4 million.

Note I B Senior Note Escrow

The holders of the Senior Notes have a first priority  security interest in
the  Senior  Note  Escrow.  The remaining cash balance of the  Senior  Note
Escrow therefore will  be distributed to the holders of the Senior Notes in
any liquidation scenario.

Note J - Goodwill and Loan Acquisition Costs, Net

If CAI ceases to exist on  a going concern basis, the value of these assets
will be zero.

Note K - Other Assets

Other assets include notes receivable,  intangible  assets and deposits and
are assumed to bring $1.1 million in a liquidation.

Note L - Administrative and Priority Claims

See notes T through W.

Note M - Secured Notes

The Secured Notes are secured by a lien on substantially  all assets of the
Company.  The total amount includes accrued interest of $3.03 million as of
June  30,  1998 and fees of $730,000.  An additional $7.2 million  will  be
required to  reflect  the  additional  funding  required  (primarily to pay
leases)  to  maintain  the  value  of  the  Company's  assets  through  the
liquidation process.

Note N - Wireless Channel Right Obligations

Wireless  channel  right  obligations  are  comprised  of both secured  and
unsecured  obligations.  $400,000 of the obligation is secured  by  channel
rights and is  due  to  Mester.  The  remaining $4.4 million represents the
exercise price of rights to lease or purchase  MMDS  channels in the future
and is an unsecured claim.

Note O B Bott Notes

The Bott Notes due to Bott and the Bott Family Trust are  collateralized by
the  common  stock  of  the Subsidiaries that own certain wireless  channel
rights in Buffalo, Syracuse and Albany.  The Bott Notes are discount notes.

Note P B Subsidiary Notes Payable

The debt of CAI'S Subsidiaries  will  be  assumed  by  the  acquiror of the
channel rights and Subsidiary stock.

Note Q - General Unsecured Claims

General unsecured claims include accounts payable and accrued  liabilities,
less  priority  claims  for,  among  other things, wages and taxes, Secured
Notes fees, accrued restructuring costs,  and accrued interest.  (See Notes
M and T through W.)  Allocation of the net  estimated  liquidation proceeds
to general unsecured claims has been made in accordance with priorities set
forth in the Bankruptcy Code, and is pari passu with the Senior Notes.

Note R - Senior Notes

Senior notes are general unsecured obligations of CAI except  for the first
priority  security  interest  in the Senior Note Escrow.  The total  dollar
amount includes accrued interest  of  $9.9  million  as  of  June 30, 1998.
Percentage  recovery  includes  cash from the Senior Note Escrow.  Recovery
would be 16.1% or $45.9 million excluding cash from the Senior Note Escrow.


Note S - Notes Payable and Subordinated Debt

The ECN Notes are subordinated to  all  senior indebtedness and obligations
collateralized  by  liens  or a security interest  in  CAI  property;  they
include  accrued  interest  of  $57,533  as  of  June  30,  1998.  The  12%
Subordinated  Note  is due to Merrill  Lynch  Global  Allocation  Fund  and
includes accrued interest of $1.2 million as of June 30, 1998.

Note T - Administrative, Consulting and Financial Fees and Attorneys' Fees

Attorneys' fees are assumed  to  average  $75,000 per month for six months.
The administrative, consulting, financial and  accounting  fees are assumed
to  be  $1.0 million and include transaction fees for the sale  of  certain
assets.

Note U - Trustee's Fees

Trustee's  fees  assumes  the  receipt  of 3% of sale proceeds of property,
plant and equipment and wireless channel rights.

Note V - Accrued Wages, Compensation, Pension and Profit Sharing

Estimated claim represents the balance of accrued payroll at March 31, 1998
and includes payroll, vacation pay, holiday  pay,  bonus pay, royalties and
commissions, professional fees and accrued promotions  entitled to priority
under  the  Bankruptcy  Code.   The  Company  assumes  that the  number  of
employees,  if any, with accrued payroll greater than the  $4,300  priority
claim limit is  insignificant,  and  hence no amount has been attributed to
such claims.

Note W - Accrued Taxes

Accrued taxes include payroll, property, sales, income and general taxes.

CAI Wireless Systems, Inc
Statement of Assets

For Balances as of March 31, 1998

($000)





                                                       Estimated          Estimated
                                 Book Value               Recovery           Liquidation
                                 31-Mar-98  A             Rate     (%)        Value        Notes
                                      
ASSETS

Cash and Cash Equivalents          $10,410                 0.0%                 $   0       B
Subscriber & Other Receivables         387                47.0%                   182       C
Prepaid Expenses                       662                 0.0%                     -       D
                Current Assets      11,458                                        182

PP&E, Net and Projects in Progress  49,898                39.7%                19,800       E

Wireless Channel                   194,051                47.1%                91,384       F

Investment in CS Wireless           43,338                 0.0%                     -       G
Investment in TelQuest               3,175                44.1%                 1,400       H
Senior Note Escrow                  16,419               100.0%                16,419       I
Goodwill (Non-deduct)               22,986                 0.0%                     -        J
Loan Acquisition Costs, Net          7,079                 0.0%                     -        J
Other Assets                         3,062                35.9%                 1,100        K

TOTAL ASSETS                       351,466                37.1%              $130,285


CAI Wireless Systems, Inc.

Distribution of Estimated Proceeds of Asset Liquidation
For Balances as of March 31, 1998 *


                                 Allowable     Recovery        Percent
($000)                            Claims        Amount         Recovery        Notes
                                                                    
Estimated Proceeds Available 
 for Distribution                               $130,285
   Less Escrow Cash for Senior
    Noteholders                                  $16,419                           I

Net Proceeds Available for 
 Distribution                                   $113,866

Administrative & Priority Claims:
  Administrative Claims             $4,786        $4,786          100.0%           L
  Priority Claims                   $1,911        $1,911         100.0%            L
      Total                         $6,696        $6,696         100.0% 

Estimated Proceeds After 
Administrative and Priority Claims              $107,170


Secured Creditor Claims:
  Secured Notes*                   $55,951       $55,951        100.0%             M
  Wireless Channel Right 
   Obligations                        $400          $400        100.0%             N
  Bott Notes                        $3,841        $3,841        100.0%             O
       Total                       $60,193       $60,193        100.0%

Subsidiary Debt:
  Subsidiary Notes                     $43           $43       100.0%              P (Assumed)

Estimated Proceeds After Secured Claims          $46,977


Senior Unsecured Claims:
    General Unsecured Claims        $6,911         $1,113      16.1%              Q
    $275 mm Senior Notes*         $284,919        $62,283      21.9%              R
        Total                     $291,830        $63,396      21.7%

Estimated Proceeds After Senior
  Unsecured Claims                                     $0


Unsecured Claims:
    12% Subordinated Note*        $31,208              $0       0.0%              S
    Wireless Channel Right
     Obligations                   $4,433              $0       0.0%              N
    ECN Notes*                     $2,851              $0       0.0%              S
       Total                      $38,491              $0       0.0%              S

Estimated Deficiency                            ($266,926)



         * Includes accrued interest through June 30, 1998.



CAI Wireless Systems, Inc.
Administrative and Priority Claims

($ 000)




                                                    Estimated
                                                      Claims          Notes
                                                                 

Administrative Expenses:
  Administrative, Consulting and Financial Fees        $1,000          T
  Attorneys' Fees                                         450          T
  Trustee's Fees                                        3,336          U

        Estimated Administrative Expenses              $4,786


Priority Claims:
  Accrued Wages, Workers' Compensation,
   Pension & Profit Sharing                               365          V
  General, Payroll and Sales Taxes                      1,545          W

        Estimated Priority Claims                      $1,911



Estimated Total Administrative and Priority Claims     $6,696