<PAGE>
Exhibit 10.3

                                  ADDENDUM VII
                                       TO
                         SPRINT PCS MANAGEMENT AGREEMENT


Manager:        iPCS WIRELESS, INC.  (f/k/a Illinois PCS, L.L.C.)

Service Area
BTAs:           Bloomington, IL                                     BTA # 46
                Champaign-Urbana, IL                                BTA # 71
                Clinton, IA-Sterling, IL                            BTA # 86
                Danville, IL                                        BTA # 103
                Davenport, IA-Moline, IL                            BTA # 105
                Decatur-Effingham, IL                               BTA # 109
                Galesburg, IL                                       BTA # 161
                Jacksonville, IL                                    BTA # 213
                Kankakee, IL                                        BTA # 225
                LaSalle-Peru-Ottawa-Streator, IL                    BTA # 243
                Mattoon, IL                                         BTA # 286
                Mt. Vernon-Centralia, IL                            BTA # 308
                Peoria, IL                                          BTA # 344
                St. Louis, MO (partial)                             BTA # 394
                Springfield, IL                                     BTA # 426
                Grand Island-Kearney, NE                            BTA # 167
                Hastings, NE                                        BTA # 185
                Lincoln, NE (partial)                               BTA # 256
                Norfolk, NE                                         BTA # 323
                Omaha, NE (partial)                                 BTA # 332
                Burlington, IA                                      BTA # 61
                Des Moines, IA (partial)                            BTA # 111
                Dubuque, IA                                         BTA # 118
                Fort Dodge, IA                                      BTA # 150
                Marshalltown, IA                                    BTA # 283
                Mason City, IA                                      BTA # 285
                Ottumwa, IA                                         BTA # 337
                Waterloo-Cedar Falls, IA                            BTA # 462
                Battle Creek, MI (partial)                          BTA # 33
                Grand Rapids, MI                                    BTA # 169
                Lansing, MI (partial)                               BTA # 241
                Mount Pleasant, MI                                  BTA # 307
                Muskegon, MI                                        BTA # 310
                Saginaw-Bay City, MI                                BTA # 390
                Traverse City, MI                                   BTA # 446
                Cedar Rapids, IA                                    BTA # 70
                Iowa City, IA                                       BTA # 205


     This Addendum VII (this "Addendum"),  dated as of August 26, 2002, contains
certain  additional and supplemental terms and provisions of that certain Sprint
PCS  Management  Agreement  entered  into as of January  22,  1999,  by the same
parties as this  Addendum,  which  Management  Agreement,  as amended by various
addenda to date (the Sprint PCS  Management  Agreement,  as amended to date, the
"Management Agreement").

     The terms and provisions of this Addendum control,  supersede and amend any
conflicting terms and provisions contained in the Management  Agreement.  Except
for  express  modifications  made in this  Addendum,  the  Management  Agreement
continues  in full force and effect.  Capitalized  terms used and not  otherwise
defined in this  Addendum have the meanings  ascribed to them in the  Management
Agreement.  Section and Exhibit  references  are to Sections and Exhibits of the
Management Agreement unless otherwise noted.

         The Management Agreement is modified as follows:

     1. Change in Spectrum Range.  WirelessCo and SprintCom are negotiating with
AT&T Wireless PCS, LLC ("AWE") regarding a licensed spectrum swap (the "Proposed
Transaction"), a portion of which includes WirelessCo giving 10 MHz (the 1880 to
1885 to 1960 to 1965 frequency  ranges) in the  Waterloo-Cedar  Falls,  Iowa BTA
(BTA No. 462) (the "Waterloo Spectrum") to AWE in exchange for AWE giving 10 MHz
(the 1860 to 1865 and 1940 to 1945  frequency  ranges) in the  Champaign-Urbana,
Illinois (BTA No. 71) (the  "Champaign  Spectrum") to WirelessCo.  If Sprint PCS
provides  written  notice to  Manager  that the  Proposed  Transaction  has been
consummated,  then (i) Manager will no longer have the right to use the Waterloo
Spectrum, (ii) Manager may use the Champaign Spectrum, and (iii) all Sections of
this Addendum  will be in full force and effect  without  further  action on the
part of any party to this Addendum.

     2.  Build-out  Schedule.  Manager's  network  build-out  for the  Champaign
Spectrum  must  comply with the Federal  Communications  Commission's  build-out
requirements  set forth in 47 C.F.R.  24.203 and 24.714(f),  as in effect on the
required date for compliance with such requirements.

     3. Microwave  Relocation.  Manager will reimburse  Sprint PCS for all costs
associated  with Sprint PCS' clearing of  interfering  microwave  sources in the
Champaign Spectrum.

     4.  Disaggregation.  Manager will complete the retuning and  disaggregation
(the  "Disaggregation") of its Service Area Network in the Waterloo-Cedar Falls,
Iowa  BTA  from 30 MHz to 20 MHz  within  90 days  after  the FCC  approves  the
Proposed Transaction (the "Completion Period"). If Manager does not complete the
Disaggregation within the Completion Period, the indemnification  obligations of
Manager to Sprint  PCS and  Sprint  set forth in  Article  13 of the  Management
Agreement will apply for any and all claims resulting from Manager's  failure to
complete the Disaggregation by the end of the Completion Period.

     5.  Consideration.  Each of Sprint PCS, WirelessCo and Manager believe that
the Proposed Transaction will further their respective business interests and no
other  consideration  is required to consummate the agreements set forth in this
Addendum.

     6. Expenses. Each of Sprint PCS, WirelessCo,  and Manager will bear its own
costs and expenses incurred in connection with the Proposed  Transaction  (other
than microwave  relocation  costs incurred by Sprint PCS, which will be borne as
described in paragraph 3 of this Addendum),  including,  without limitation, the
negotiation  and  preparation  of  this  Addendum  and the  definitive  addendum
evidencing the change in licensed spectrum.

     7. Right to Terminate. If the Proposed Transaction has not been consummated
by the close of business on June 30, 2003,  Manager may give  written  notice to
Sprint PCS of Manager's  termination of this Addendum.  Such termination will be
effective upon receipt by Sprint PCS.

     8. Counterparts. This Addendum may be signed in counterparts, each of which
will be deemed an original,  but all of which  together will  constitute one and
the same instrument.


     IN WITNESS  WHEREOF,  the parties  hereto  have caused this  Addendum to be
executed by their respective  authorized  officers as of the date and year first
above written.

                                           Sprint Spectrum L.P.


                                           By:/s/ Thomas M. Mateer
                                              --------------------
                                           Thomas E. Mateer
                                           Vice President - Affiliations

                                           WirelessCo, L.P.


                                           By:/s/ Thomas M. Mateer
                                              --------------------
                                           Thomas E. Mateer
                                           Vice President - Affiliations

                                           SprintCom, Inc.


                                           By:/s/ Thomas M. Mateer
                                              ---------------------
                                           Thomas E. Mateer
                                           Vice President - Affiliations

                                           Sprint Communications Company L.P.


                                           By:/s/ Mike Goff
                                              ---------------------------
                                           Name: Mike Goff
                                           Title: VP-Corporate Brand Management

                                           iPCS Wireless, Inc.


                                           By: /s/ Thomas M. Dougherty
                                              --------------------------
                                           Name: Thomas M. Dougherty
                                           Title: President & CEO