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Exhibit 10.10
                         SALES AGENCY AGREEMENT BETWEEN

                     SPRINT COMMUNICATIONS COMPANY L.P. AND

                                AIRGATE PCS, INC.

This Sales Agency Agreement (as amended from time to time, "Agreement") made as
of May 1, 2001 ("Effective Date"), is between Sprint Communications Company
L.P., a Delaware limited partnership ("Sprint") and AirGate PCS, Inc., ("Sales
Agent").

                                    RECITALS

A.   Sales Agent desires to act as Sprint's  agent for the marketing and sale of
     Sprint's  residential  wireline  voice  long  distance   telecommunications
     services  ("Sprint  Services") to Customers  through  Sales Agent's  retail
     stores in the United States.

B.   Sprint  desires to appoint  Sales  Agent as its  limited  agent to promote,
     distribute and sell Sprint  Services as described in this Agreement and any
     Exhibits, Attachments or Addenda hereto.

                                      TERMS

In consideration of the covenants, terms and conditions of this Agreement the
parties agree as follows:

1.       Defined Terms

1.1. "A-Status Sale" or "A-Status" means a sale of Sprint Services to a Customer
     who passes all Sprint's  screening  processes  and whose Sprint  Service is
     activated by Sprint.

1.2. "Customer"  means a person who purchases  Sprint  Services as a result of a
     sale by Sales Agent under this Agreement.

1.3. "Commission" means the commission payable to Sales Agent by Sprint pursuant
     to this Agreement.

1.4. "Market"  means a market  defined  by  Sprint  for its  internal  marketing
     purposes,  which market generally corresponds to a metropolitan area rather
     than to an individual city or other governing unit.

1.5. "Net  Collectible  Monthly  Revenue"  means the total amount  billed to the
     customer for monthly recurring charges and monthly usage charges for Sprint
     Services.  Net Collectible  Monthly Revenue  excludes taxes and surcharges,
     special access charges, directory assistance charges, charges for non-voice
     telecommunications  services,  charges  which  are  subsequently  credited,
     volume and other promotional  discounts,  fraudulently charged amounts, bad
     debt and  uncollectibles,  write-offs,  and  amounts  Sprint is required by
     governmental or  quasi-governmental  authorities to collect on behalf of or
     pay to others in support of statutory or regulatory  programs.  Examples of
     such programs include,  but are not limited to, the Universal Service Fund,
     the Primary  Interexchange  Carrier  Charge,  and  compensation to payphone
     service providers for use of their payphones to access Sprint's service.

1.6. "Rate  Schedules" means Sprint's  schedules of rates,  terms and conditions
     for Sprint Services.

1.7. "Retail  Sales Force"  means Sales  Agent's  employees  that are engaged in
     direct sales activities at Sales Agent's retail stores.

1.8. "Sprint Marks" are the trade names, logo,  service marks,  brands and other
     trademarks of Sprint.

1.9. "Sprint Services" means Sprint's  residential  wireline voice long distance
     telecommunications  services.  "Sprint  Services"  does not  include  other
     services offered by Sprint, such as data services.

1.10."Tariff'  means those tariffs  filed by either Party with state  regulatory
     commissions for intrastate Service.

1.11."Terms and  Conditions  of  Service"  means the terms and  conditions  that
     govern either Party's interstate Service.

2.       Appointment

2.1. Agency. Subject to this Agreement, Sprint appoints Sales Agent as its agent
     for the limited  purposes of selling Sprint  Services to Customers  through
     Sales Agent's Retail Sales Force in the United States.  Sales Agent accepts
     the appointment.

2.2. Restriction  on Sales Agent  Authority.  Sales Agent is a limited  agent of
     Sprint only for the purposes  expressly  set out in this  Agreement.  Sales
     Agent is not authorized to sign any offer,  proposal or agreement on behalf
     of Sprint. Sales Agent is authorized to use only its Retail Sales Force for
     the sale of Sprint  Services.  Sales made by Sales Agent of Sprint Services
     may be made only via a  one-on-one  consultative  basis with the  Customer.
     Sales  Agent is must use  commercially  reasonable  efforts to perform  its
     sales  obligations  under  this  Agreement.  Sales  Agent  may not set up a
     multi-level marketing,  pyramid promotional scheme or any similar structure
     to sell Sprint Services.

2.3. Compliance.  Sales  Agent must  comply with all  procedures,  policies  and
     operating  guidelines on the marketing and sale of Sprint Services that are
     established by Sprint,  including procedures required by law or contract or
     policies  adopted  by Sprint  (e.g.,  advising  Customers  of the terms and
     conditions of the Sprint Services or  pre-approval  of marketing  packets).
     Sprint will notify Sales Agent in writing a commercially  reasonable  time,
     but not less than 30 days, in advance of the  effective  date of any new or
     revised  procedures  and/or  operating  guidelines,  unless a shorter  time
     period is required by law or specified in this Agreement.

2.4. No Contractual Relationship with Retail Sales Force.

2.4.1. General.  Notwithstanding  Sales  Agent's  right to use its Retail  Sales
     Force to sell Sprint  Services,  Sprint will deal only with Sales Agent and
     will not deal directly with or have any  obligations to any member of Sales
     Agent's  Retail  Sales  Force.  Without  limiting  the  generality  of  the
     foregoing, Sales Agent:

     (1)  must place all orders for Sprint Services;

     (2)  coordinate all advertisements and promotional  activity under Sections
          4.5 and 4.6; and

     (3)  is liable for payment of all amounts due Sprint under this Agreement.

2.4.2. Independent Contractor.  Sales Agent is an independent contractor with no
     authority to act for or on behalf of Sprint,  except as  expressly  granted
     herein.  Sales  Agent  may  not  use  agents  or  third  party  vendors  or
     representatives  to solicit  Customers for Sprint  without  Sprint's  prior
     consent.  Sales  Agent  has no  authority  to  bind  Sprint  in any  manner
     whatsoever  except as  authorized  by Sprint.  Sprint has no  obligation to
     employees or agents utilized by Sales Agent to attract Customers to Sprint.
     Such individuals are at all times employees or agents of Sales Agent. Sales
     Agent is solely responsible for all expenses and obligations incurred by it
     as a  result  of its  efforts  to  solicit  Customers  for  Sprint,  unless
     otherwise agreed to in advance by the Parties. Sales Agent agrees to comply
     with laws, regulations and orders relating to equal employment opportunity,
     workers' compensation, unemployment compensation and FICA.

2.4.3. Methods of Operations.  Sales Agent,  its  subcontractors,  employees and
     agents,  are  independent  contractors  for all  purposes and at all times.
     Sales  Agent is  responsible  for  control  over the methods and details of
     performing the services  described in this  Agreement,  subject to Sprint's
     inspection. Sales Agent is also solely responsible for providing all tools,
     material, training, hiring, supervision, hours of work, employment policies
     and procedures,  work rules,  compensation,  discipline, and termination of
     employment for Sales Agent's employees.

2.4.4. Wages and Payroll Taxes. Sales Agent is solely responsible for payment of
     wages, salaries,  fringe benefits and other compensation of, or claimed by,
     its employees including, without limitation,  contributions to any employee
     benefit,  medical or savings plan and is responsible  for all payroll taxes
     including,  without limitation, the withholding and payment of all federal,
     state  and  local  income  taxes,  FICA,  unemployment  taxes and all other
     payroll taxes.

2.4.5. Sprint's Right to Reject.  Sprint has the right, in its sole  discretion,
     to reject any  individual as a member of Sales Agent's  Retail Sales Force.
     If Sprint  rejects an individual  as a member of the Sales  Agent's  Retail
     Sales  Force,  Sales Agent must insure that that  individual  does not sell
     Sprint  Services.  Sprint has the  further  right to notify  Sales Agent in
     writing and  require  that Sales Agent  insure that that  individual  is no
     longer  selling Sprint  Services from and after the date of notice.  Sprint
     does not  have to pay  Commissions  to  Sales  Agent  for  sales of  Sprint
     Services made by any (i) individual whom Sprint has rejected as a member of
     the Retail Sales Force,  or (ii)  individual whom Sprint has notified Sales
     agent can no longer sell Sprint Services.

2.4.6. Sales Agent  Representations,  Warranties  and Covenants  with Respect to
     Retail  Sales Force.  Sales Agent  represents,  warrants  and  covenants to
     Sprint as follows:

     (1)  Sales Agent is responsible for the acts or omissions of each member of
          the Retail Sales Force;

     (2)  no one other  than the  members  of the  Retail  Sales  Force may sell
          Sprint Services;

     (3)  each member of the Retail Sales Force will comply with the  applicable
          provisions of this Agreement, including the confidentiality provisions
          (Section 7) and the sales and marketing provisions (Section 4); and

     (4)  each member of the Retail Sales Force has a confidentiality obligation
          to   Sales   Agent  at  least   as   restrictive   as  Sales   Agent's
          confidentiality obligations to Sprint under this Agreement.

2.5. No Sale to Resellers.  Sales Agent will require that the Retail Sales Force
     sell Sprint Services to Customers only. Sales Agent  acknowledges  that one
     of Sprint'  primary  reasons for selecting Sales Agent as a sales agent for
     the Sprint Services is to assure a broad distribution of Sprint Services to
     Customers.  Sales  Agent  agrees  that it will not  knowingly,  directly or
     indirectly, sell, or permit the Retail Sales Force to sell, Sprint Services
     to  a  reseller  of  telecommunications  services  or  to  anyone  that  is
     purchasing  the Sprint  Services for the purpose of reselling  them.  Sales
     Agent will take and  require  its  Retail  Sales  Force to take  reasonable
     efforts  to   determine   if  a  volume   purchaser   is  a   reseller   of
     telecommunications services.

3.       Term

     The term of this Agreement is 1 year from the Effective Date, unless sooner
     terminated as permitted in this  Agreement.  This  Agreement  automatically
     renews  for  consecutive  1 year  periods on each  anniversary  date of the
     Effective Date, unless either party gives the other party written notice of
     non-renewal at least 30 days before the anniversary date.

4.       Sale of Sprint Services

4.1. Commissions.  Except as  otherwise  provided  in Exhibit A attached to this
     Agreement, Sprint will pay Sales Agent a Commission as described in Exhibit
     A (Commissions)  on or before the last day of the month following the month
     in which a sale of Sprint  Services by Sales Agent  becomes  A-Status.  Any
     Commission  paid is subject to charge back as provided in Exhibit A. Sprint
     will pay Sales Agent  Commissions  only for sales of Sprint  Services  made
     while this  Agreement is in effect.  Sales Agent must not rebate,  split or
     otherwise  share any  Commissions  Sales Agent is paid with  respect to the
     sale of  Sprint  Services  with any  Customer  obtaining  a Sprint  Service
     without Sprint's prior written consent.

4.2. Sales Activity.

4.2.1. Authorization to Sell Sprint Services.  Sprint  authorizes Sales Agent to
     sell Sprint  Services in the retail  stores  described in Exhibit B and any
     other mutually  agreed-upon Sales Agent retail stores.  Sales Agent may not
     modify,  amend,  waive,  cancel or  otherwise  change any  Sprint  Services
     offering. Sprint reserves the right, in its sole discretion, to: (a) add or
     delete individual  service offerings or Sprint Services from those that the
     Sales Agent is authorized to sell; or (b) change the Rate Schedules,  Terms
     and Conditions of Service or Tariffs for any Sprint  Services or individual
     service  offerings  that Sales Agent is authorized to sell.  Any changes to
     the Sprint  Services  that Sales  Agent may sell are  effective  as soon as
     Sprint gives notice of the change to Sales Agent, except that non- material
     changes to Sprint's  Rate  Schedules,  Terms and  Conditions  of Service or
     Tariffs are  effective  immediately  when made.  Sprint is not obligated to
     make all of its  service  offerings  available  for  sale by  Sales  Agent;
     rather, Sprint can make as limited a set of service offerings as Sprint may
     choose, in its sole discretion, available to Sales Agent.

4.2.2. Marketing and Sale of Sprint Services.

     (1)  Sales Agent must provide a one-on-one,  consultative  sales experience
          for the Customer to ensure the Customer's  understanding of the nature
          of the Sprint  Service  purchased and the terms of the Sprint  Service
          selected by the Customer.

     (2)  Sales Agent must  complete and deliver to Sprint all orders for Sprint
          Services obtained by the Sales Agent. Sprint will conduct its standard
          credit check on the proposed Customer.

          (a)  If the Customer  qualifies  for the Sprint  Service for which the
               credit  check was run, is  otherwise a Customer to whom Sprint is
               willing to provide the Sprint Service, and the order is complete,
               legible and accurate,  Sprint will provide  Sprint Service to the
               Customer.

          (b)  If the Customer does not qualify for the Sprint Service for which
               the credit  check was run,  Sales Agent or Sprint will notify the
               Customer  directly  and  Sales  Agent or  Sprint  may  offer  the
               Customer an  alternative  Sprint  Service for which the  Customer
               qualifies.  If Sprint provides the Customer an alternative Sprint
               Service, Sales Agent will earn Commission for that Sprint Service
               when the sale of that  Sprint  Service  becomes  A-Status  if the
               requirements of Section 4.1 and Exhibit A are met.

4.2.3. Order Acceptance and Cancellation.  Orders for Sprint Services  submitted
     by Sales Agent are not binding until accepted by Sprint. Sprint may, in its
     sole discretion,  reject any order solicited or taken by Sales Agent if the
     order fails to pass any of Sprint's screening processes.

4.2.4. Customers.  All Customers  purchasing Sprint Services through the efforts
     of Sales Agent are  Customers  of Sprint.  Sales Agent must comply with all
     Sprint  procedures  regarding  activation,  care and dealing with  Sprint's
     Customers.  Sales  Agent  will not  impose any  activation  or other  fees,
     standards,  sales  conditions,  or  contracts  not written by Sprint on any
     Customer.  Sales Agent is not authorized to bill or collect any moneys from
     Customers on behalf of Sprint.

4.3. Training.   Sprint  will  provide  all  training   (trainers  and  training
     materials,  initial and  continuing)  for the Retail  Sales Force  trainers
     regarding the features and  functionality of Sprint  Services.  Sales Agent
     must  provide  the place for this  training  and make the  trainers  of the
     Retail Sales Force available.  Sales Agent and Sprint will use commercially
     reasonable  efforts to  coordinate  and plan all training  sessions.  Sales
     Agent must have each member of the Retail Sales Force  receive a sufficient
     amount  of  training  from  Sprint  in order  to  provide  a  professional,
     one-on-one   consultative   sales   experience  to  Customers.   If  Sprint
     establishes a training program  designed to provide a Sprint  certification
     of Sales  Agent as a  trainer,  Sales  Agent will  obtain  the  appropriate
     certification,  as determined by Sprint, within 90 days of Sprint notifying
     Sales Agent of the establishment of the certification program.

4.4. Liability for Sprint Services Procured by Fraud or Misrepresentation. Sales
     Agent is  liable  to  Sprint  for all  uncollected  amounts  billed  to any
     Customer  purchasing a Sprint  Service  through Sales  Agent's  efforts for
     Sprint  Services that are procured by or through fraud or fraudulent  means
     of Sales Agent or its Retail Sales Force or if Sales Agent or any member of
     its Retail  Sales Forces fails to follow  Sprint  procedures,  policies and
     operating  guidelines on the  marketing and sale of Sprint  Services in any
     material respect in accordance with Section 2.3.

4.5. Advertising and Marketing. Sales Agent will actively promote and market the
     Sprint  Services in accordance  with the standards set from time to time by
     Sprint.  Sprint will  develop  and design all  advertising,  marketing  and
     promotional   plans  and   sales   collateral   (collectively,   "Marketing
     Materials") to be used in Sales Agent's retail stores and will pay for such
     development  and  design  costs.  Sales  Agent  may not  use any  Marketing
     Materials  not provided by Sprint,  and may not modify any  Sprint-provided
     Marketing  Materials,  without Sprint's prior written consent.  Sales Agent
     will pay for the  inventory  of  Marketing  Materials  that are used in its
     retail stores.

4.6. Internet  Advertising;  No Internet  Sales.  Sales Agent may  advertise the
     Sprint Services or tell Customers how to reach Sales Agent on Sales Agent's
     Internet  website.  Any Internet  advertising  must receive  Sprint's prior
     written approval. Sales Agent may not use unsolicited commercial electronic
     or "spam"  messages to advertise or sell the Sprint  Services.  Sales Agent
     may not sell Sprint Services via the Internet.

5.       Limitation of Liability

NEITHER  PARTY  IS  LIABLE  TO THE  OTHER  FOR  SPECIAL,  INDIRECT,  INCIDENTAL,
EXEMPLARY,  CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOSS OF PROFITS,  ARISING FROM
THE  RELATIONSHIP  OF THE PARTIES OR THE CONDUCT OF BUSINESS UNDER, OR BREACH OF
THIS  AGREEMENT,  EXCEPT WHERE SUCH DAMAGES OR LOSS OF PROFITS ARE CLAIMED BY OR
AWARDED TO A THIRD  PARTY IN A CLAIM OR ACTION  AGAINST  WHICH ONE PARTY TO THIS
AGREEMENT HAS A SPECIFIC OBLIGATION TO INDEMNIFY THE OTHER.

6.       Termination of Agreement

6.1. Events of Termination

6.1.1. Either party may terminate  this  Agreement for its  convenience  upon 30
     days written notice to the other party.

6.1.2. Sprint may terminate this Agreement immediately if:

     (1)  Sales Agent fails to pay any amount due to Sprint under this Agreement
          when due;

     (2)  Sales Agent resells (directly or indirectly) the Sprint Service;

     (3)  Sales Agent  actively seeks or has a high  percentage of  terminations
          and  re-activations  of Customers  purchasing  Sprint Services through
          Sales Agent's efforts;

     (4)  Sales Agent institutes or becomes the subject of proceedings under any
          bankruptcy act, insolvency law or any law for the relief of debtors;

     (5)  a receiver is appointed for, or applied for by, Sales Agent;

     (6)  Sales Agent makes any assignment for the benefit of its creditors; or

     (7)  Sales Agent materially breaches this Agreement (other than as provided
          in (1) through (6) of this subparagraph  6.1.2.),  Sprint gives notice
          of breach to Sales  Agent and  Sales  Agent  fails to cure the  breach
          within 30 days of the date of the notice.

6.1.3.  Sales  Agent  may  terminate  this  Agreement  immediately  (except  for
     termination under Section 6.1.3(2)) if:

     (1)  Sprint  fails to pay when due any amount due to Sales Agent under this
          Agreement;

     (2)  Sprint materially breaches this Agreement, Sales Agent gives notice of
          breach to Sprint,  and Sprint fails to cure the breach  within 30 days
          of the date of the notice;

     (3)  Sprint  institutes  or becomes  the subject of  proceedings  under any
          bankruptcy act, insolvency law or any law for the relief of debtors;

     (4)  Sprint  makes an  application  for the  appointment  of a receiver for
          Sprint; or

     (5)  Sprint makes an assignment for the benefit of its creditors.

6.1.4. Sprint may  immediately  terminate  Sales  Agent's  right to sell  Sprint
     Services  through a particular  member of the Retail Sales Force without in
     any way  affecting  the rights and  obligations  of Sales  Agent and Sprint
     under this Agreement.

6.1.5. Sprint may  immediately  terminate  Sales  Agent's  right to sell  Sprint
     Services in any Market  without  terminating  this Agreement and without in
     any way  affecting  Sales  Agent's  rights and  obligations  to sell Sprint
     Services  in any other  Market.  If Sales  Agent  sells or attempts to sell
     Sprint  Services in any Market which Sprint has not  approved,  Sales Agent
     will  immediately  terminate all sales  activity in that Market upon notice
     from Sprint.  If Sales Agent fails to immediately  terminate all such sales
     activity in that Market, Sprint may immediately terminate this Agreement.

6.2. Method of Termination. A party having the right to terminate this Agreement
     (in whole or in part) may  exercise  the  right by giving  the other  party
     written notice stating the Agreement (in whole or in part) is terminated as
     of the later of the date of the notice or the permitted termination date.

6.3. Duties upon Expiration or  Termination.  Upon the expiration or termination
     of this Agreement by either party:

6.3.1. Sales Agent must use all commercially  reasonable  efforts to immediately
     (a) cease all of its efforts to promote the sale of the Sprint Services and
     (b) stop  using  Sprint's  Marks  in  connection  with  the sale of  Sprint
     Services under this Agreement;

6.3.2. Sales Agent must  notify each member of the Retail  Sales Force that this
     Agreement is terminated and they are to  immediately  (a) cease all efforts
     to promote  the sale of the  Sprint  Services  and (b) stop using  Sprint's
     Marks;

6.3.3. both  parties will  immediately  refrain  from making any  statements  or
     taking any actions  that might cause third  parties to infer that any sales
     agency relationship continues to exist between the parties pursuant to this
     Agreement,  and where  necessary  or  advisable,  immediately  inform third
     parties  that  the  parties  no  longer  have a sales  agency  relationship
     pursuant to this Agreement;

6.3.4. Sprint is not obligated to accept and process any further orders received
     from Sales Agent after the date of termination or expiration;

6.3.5. if Sprint  terminates Sales Agent's right to sell Sprint Services through
     a particular  member of the Retail  Sales  Force,  Sales Agent must use all
     commercially  reasonable  efforts to ensure that member of the Retail Sales
     Force  immediately  ceases all  efforts  to promote  the sale of the Sprint
     Services, including notifying that member of the Retail Sales Force that he
     or she is to  immediately  (a) cease all efforts to promote the sale of the
     Sprint Services, and (b) stop using Sprint's Marks.

6.4. Effect of Termination.  Termination of this Agreement is without  prejudice
     to any other rights or remedies of the parties and is without liability for
     any loss or  damage  occasioned  by the  termination.  Termination  of this
     Agreement  for any cause does not release  either party from any  liability
     which, at the time of termination, has accrued to the other party, or which
     may accrue in respect of any act or omission before termination or from any
     obligation  which is  expressly  stated to survive the  termination.  Sales
     Agent  is not  entitled  to the  payment  of any  Commissions  that was not
     already  earned  on the  termination  date  (other  than  Monthly  Residual
     Commissions payable after the Termination of this Agreement with respect to
     sales occurring prior to Termination of this Agreement).

7.       Confidentiality; Trade Secrets

7.1. Neither  Party,  nor its  directors,  officers,  employees  or agents,  may
     disclose  the  terms of this  Agreement  to any  unaffiliated  third  party
     without  the  written  consent  of the other  Party,  except  as  otherwise
     required by law.

7.2. All information,  including without limitation all oral, visual and written
     information,  including all information disclosed prior to the date of this
     Agreement  pursuant to the  negotiations  of the parties,  disclosed to the
     other  party and marked  "Confidential"  or  "Proprietary"  is deemed to be
     confidential,  restricted  and  proprietary  to the  disclosing  party (the
     "Confidential  Information").   Written  materials  must  be  conspicuously
     labeled "Confidential" or "Proprietary" at the time disclosed or as soon as
     practicable  thereafter,  but not more than 15 days  after the  disclosure.
     Oral and visual  information must be confirmed in writing as "Confidential"
     or "Proprietary" within 15 days of the date disclosed.

7.3. Each  party  will  maintain  the   confidentiality  of  the  other  party's
     Confidential Information. The party receiving Confidential Information will
     use it only to further the relationship  between the parties.  Confidential
     Information  may not be  disclosed  to any third party  without the written
     consent  of the  disclosing  party.  Each party  agrees  that the other may
     disclose Confidential Information it receives to its employees,  directors,
     officers,  accountants,  lawyers  or other  agents who have a need to know,
     subject to the terms of this Agreement.  The party  receiving  Confidential
     Information  must  provide  at  least  the  same  reasonable  care to avoid
     disclosure  in  breach  of  this  Agreement  or  unauthorized  use  of  the
     disclosing party's  Confidential  Information as it provides to protect its
     own similar Confidential Information.  All Confidential Information remains
     the property of the disclosing party, and no rights, licenses,  trademarks,
     inventions,  copyrights, patents, or other intellectual property rights are
     implied or granted  under this  Agreement,  except to use the  Confidential
     Information  as provided in this  Agreement.  The receiving  party will not
     reproduce Confidential Information except to accomplish the purpose of this
     Agreement.

7.4. The receiving  party does not have an  obligation  to protect  Confidential
     Information  that is:  (a) in the  public  domain  through  no fault of the
     receiving  party;  (b) within the  legitimate  possession  of the receiving
     party, with no  confidentiality  obligations to a third party; (c) lawfully
     received  from a third  party  having  rights  in the  information  without
     restriction,  and  without  notice of any  restriction  against its further
     disclosure;  (d)  independently  developed by the  receiving  party without
     breaching this Agreement or by parties who have not had, either directly or
     indirectly,  access to or knowledge of the Confidential Information; or (e)
     disclosed with the prior written consent of the disclosing party. If in the
     opinion of counsel for the receiving  party,  Confidential  Information  is
     required to be produced by law, court order, or governmental authority, the
     receiving  party  must  immediately  notify  the  disclosing  party of that
     obligation.  The disclosing  party may move the ordering court or authority
     for a protective order or other appropriate relief.

7.5. All  information  (including  but not limited to name,  address,  telephone
     number,  usage and billing  information,  income and feature preference) of
     individuals solicited by Sales Agent to become Sprint Customers and/or sold
     Sprint  Services by Sales Agent is Sprint  Confidential  Information  under
     this Section 7 and is trade secret information  belonging to Sprint.  Sales
     Agent has no rights to information that Sprint has regarding a Customer who
     has purchased Sprint Services  through Sales Agent's  efforts.  Sales Agent
     will not sell or otherwise  disclose that a Customer is a Sprint  Customer,
     or any other trade secrets of Sprint to any third party at any time.

8.       Indemnification.

8.1. Indemnification  by Sprint.  Sprint  agrees to  indemnify,  defend and hold
     harmless Sales Agent, its directors,  managers, officers and employees from
     and against any and all claims, demands, causes of action, losses, actions,
     damages,  liability and expense,  including costs and reasonable attorneys'
     fees, against Sales Agent, its directors,  managers, officers and employees
     arising from or relating to Sprint's  provision of the Sprint Services,  or
     by  Sprint,  or  its  directors',   officers',  employees',   contractors',
     subcontractors',  agents' or representatives' breach of any representation,
     warranty or covenant  contained in this Agreement,  except where and to the
     extent the claim, demand, cause of action, loss, action, damage,  liability
     and expense  results from the  negligence  or willful  misconduct  of Sales
     Agent,   its   directors,   managers,   officers,   employees,   agents  or
     representatives. Sprint's indemnification obligations under this Section do
     not apply to any third party  vendors  that  provide  services  directly to
     Sales Agent under a separate agreement.

8.2. Indemnification of Sales Agent. Sales Agent agrees to indemnify, defend and
     hold  harmless  Sprint,  its  directors,  officers and  employees  from and
     against any and all claims,  demands,  causes of action,  losses,  actions,
     damages,  liability and expense,  including costs and reasonable attorneys'
     fees, against Sprint, its directors, officers and employees arising from or
     relating  to Sales  Agent's  sale of Sprint  Services,  or its  directors',
     managers' officers', employees', contractors',  subcontractors', agents' or
     representatives'  violation of any law, regulation or ordinance  applicable
     to  Sales  Agent,  or  by  Sales  Agent's,  or  its  directors',  managers'
     officers',   employees',   contractors',    subcontractors',   agents'   or
     representatives'  breach  of  any  representation,   warranty  or  covenant
     contained  in this  Agreement,  except  where and to the  extent the claim,
     demand,  cause of action,  loss,  action,  damage,  liability  and  expense
     results from the negligence or willful misconduct of Sprint, its directors,
     officers,    employees,    contractors,     subcontractors,    agents    or
     representatives.

8.3. Procedure.

8.3.1. Notice.  Any party being indemnified  ("Indemnitee")  will give the party
     making  the  indemnification  ("Indemnitor")  written  notice  as  soon  as
     practicable  but not later  than 5 business  days  after the party  becomes
     aware of the facts,  conditions  or events  that give rise to the claim for
     indemnification if:

     (1)  any  claim  or  demand  is  made  or  liability  is  asserted  against
          Indemnitee; or

     (2)  any suit,  action, or administrative or legal proceeding is instituted
          or  commenced  in  which  Indemnitee  is  involved  or is  named  as a
          defendant either individually or with others.

     Failure to give notice as  described  in this  Section  does not modify the
     indemnification  obligations  of this  provision,  except if  Indemnitor is
     harmed by failure to provide timely notice to Indemnitor,  then  Indemnitor
     does not have to indemnify Indemnitee for the harm caused by the failure to
     give the timely notice.

8.3.2. Defense by Indemnitor.  If within 30 days after giving notice  Indemnitee
     receives written notice from Indemnitor stating that Indemnitor disputes or
     intends to defend against the claim,  demand,  liability,  suit,  action or
     proceeding,  then  Indemnitor  will have the right to select counsel of its
     choice and to dispute or defend against the claim, demand, liability, suit,
     action or proceeding, at its expense.

     Indemnitee  will fully  cooperate with Indemnitor in the dispute or defense
     so long as Indemnitor is conducting  the dispute or defense  diligently and
     in good faith.  Indemnitor  is not permitted to settle the dispute or claim
     without the prior written  approval of Indemnitee,  which approval will not
     be unreasonably  withheld.  Even though  Indemnitor  selects counsel of its
     choice,  Indemnitee has the right to retain  additional  representation  by
     counsel of its choice to  participate in the defense at  Indemnitee's  sole
     cost and expense.

8.3.3.  Defense  by  Indemnitee.  If no notice of intent to dispute or defend is
     received by Indemnitee  within the 30-day period, or if a diligent and good
     faith  defense is not being or ceases to be conducted,  Indemnitee  has the
     right to dispute and defend against the claim, demand or other liability at
     the sole cost and expense of Indemnitor and to settle the claim,  demand or
     other liability,  and in either event to be indemnified as provided in this
     Section. Indemnitee is not permitted to settle the dispute or claim without
     the prior  written  approval  of  Indemnitor,  which  approval  will not be
     unreasonably withheld.

8.3.4. Costs.  Indemnitor's  indemnity obligation includes reasonable attorneys'
     fees,  investigation  costs,  and all other  reasonable  costs and expenses
     incurred by  Indemnitee  from the first notice that any claim or demand has
     been made or may be made,  and is not limited in any way by any  limitation
     on the amount or type of damages,  compensation,  or benefits payable under
     applicable  workers'  compensation acts,  disability benefit acts, or other
     employee benefit acts.

9.       Disputes Concerning Commission Payments/Books and Records/Audit.

9.1. Disputes Concerning  Commission Payments.  If any dispute arises concerning
     any  Commission  payment due hereunder,  the disputing  party must give the
     other party written  notice of the nature and amount of the dispute  within
     120 days of receipt of payment and  adequate  supporting  documentation  to
     verify such  Commission.  If a party does not receive such  written  notice
     within that 120 days period, all Commission payments made will be final and
     the other  party may not  thereafter  dispute  the  nature or amount of the
     Commission  payment.  If,  however,  the  complaining  party  did not  have
     knowledge of the Commission  due it because of fraud,  failure to disclose,
     breach of this  Agreement  or any other act or omission of the other party,
     this provision shall not apply and the complaining party has two years from
     the date of discovery of the relevant  facts in which to make a claim.  The
     limitations  provided  in this  Section  9.1 shall not apply to  Commission
     errors,  issues and disputes  arising in connection with, or discovered in,
     an audit under Section 9.2,  even though such audit is conducted  more than
     120 days after receipt of payment and adequate supporting documentation.

9.2. Audit.  Each party will maintain complete and accurate  accounting  records
     during the term of this Agreement and for 12 months following conclusion or
     expiration of all  post-agreement  payment  obligations of the parties in a
     consistent form to substantiate the direct monetary  payments and reporting
     obligations  of one party to any other  party  under this  Agreement.  Each
     party may, upon  reasonable  advanced  written  notice,  conduct during the
     other party's regular business hours, and in accordance with applicable law
     and  reasonable  security  requirements,  audits  of such  direct  monetary
     payment and reporting  obligation  accounts and records, in accordance with
     the following guidelines and restriction: (a) the audit may be conducted by
     members of the internal audit  department who are employees of the auditing
     party or by an independent auditor,  provided that the auditor has signed a
     confidentiality  agreement acceptable to the audited party, (b) the audited
     party may  require  audit on the  premises of the  audited  party,  (c) the
     audited  party will have the right to have an  employee  or  representative
     present at all times during the audit, (d) the auditing party will not have
     direct unrestricted access to the audited party's computer database without
     the consent of the audited party, and will be entitled to review only those
     specific  records of the audited  party  directly  related to the  monetary
     obligations  of the audited  part  hereunder  or the  applicable  Addendum,
     specifically  limited  to  customer  activations,  deactivations,  customer
     billing  records,  and any other records  directly  related to the monetary
     obligations of such party hereunder;  and (e) the auditing party's audit of
     activation,  deactivation and Customer billing records will be limited to a
     reasonable random sampling audit of these records.

     Subject to the  restrictions  set forth  above,  the  audited  party  shall
     cooperate  fully with the auditing  party.  All  reasonable  fees and costs
     incurred (including a reasonable charge for the services of any employee of
     the  audited  party  directly  involved  in the  audit) by either  party in
     connection  with  such  audits  shall be paid by the  auditing  party.  The
     audited  party  will have the right to have the  results  of any such audit
     reviewed by the audited party's  internal  auditing staff or by the audited
     party's independent  accountants who then audit the financial statements of
     the audited party  ("Independent  Auditors").  The cost of such internal or
     Independent  Auditors  review  shall  be borne by the  audited  party.  The
     audited party shall use its commercially  reasonable efforts to immediately
     correct any deficiencies related to performance uncovered by such audit.

10.      General Provisions

10.1.Notices.  All notices required or permitted to be given by any provision of
     this Agreement must be in writing and mailed (certified or registered mail,
     postage  prepaid,  return  receipt  requested)  or  delivered  by hand,  or
     overnight  courier  marked  next  day  morning  delivery,  or by  confirmed
     facsimile, charges prepaid and addressed as follows:

         If to Sales Agent:               If to Sprint:
         -----------------                ------------

         AirGate PCS, Inc.                Sprint
         233 Peachtree St., Ste. 1700     6360 Sprint Parkway
         Harris Tower                     Mailstop KSOPHE0406-4B753
         Atlanta, GA  30303               Overland Park, KS 66251
         Attn:  Mark Allen                Attn:  Director, Partnership Marketing
                                          -NCO

         With a copy to:                  With a copy to:

         AirGate PCS, Inc.                Sprint
         233 Peachtree St., Ste. 1700     8140 Ward Parkway
         Harris Tower                     Kansas City;  MO 64114
         Atlanta, GA  30303
         Attn:  Barbara L. Blackford      Attn:  Vice President
                                          -Law, Marketing & Sales


     Any party may from time to time  specify a  different  address by notice to
     the other party.  Any notice sent registered mail or certified mail will be
     deemed delivered 3 days after the notice is mailed. Any notice delivered by
     hand will be deemed  effective when delivered to or refused by the party to
     receive the notice. Any notice sent by overnight  courier,  marked next day
     morning  delivery,  will be deemed  delivered the day after it is deposited
     with the overnight courier. A notice sent via facsimile is deemed delivered
     upon receipt of  confirmation  that the  facsimile was  transmitted  to the
     other party's facsimile number.

10.2.Governing   Law.  The  terms  of  this  Agreement  will  be  construed  and
     interpreted  under the laws of the State of  Kansas  without  regard to its
     choice of law principles.

10.3.Jury Trial Waiver.  THE PARTIES HEREBY  EXPRESSLY  WAIVE ANY RIGHT THEY MAY
     HAVE TO A TRIAL BY JURY FOR ANY  DISPUTE  ARISING OUT OF OR RELATED TO THIS
     AGREEMENT.

10.4.Counterpart  Execution.  This  Agreement  may be  executed in any number of
     counterparts  with  the  same  effect  as if each  party  signed  the  same
     document.  All  counterparts  are  construed  together and  constitute  one
     Agreement.

10.5.Entire Agreement. The provisions of this Agreement,  including the Exhibits
     hereto, set out the entire agreement and understanding  between the parties
     as to the  subject  matter  of  this  Agreement  and  supersede  all  prior
     agreements,  oral or written, and other communications  between the parties
     relating to the subject matter of this Agreement.

10.6.Waivers;  Amendments.  The  observance of any term of this Agreement may be
     waived   (either   generally  or  in  a  particular   instance  and  either
     retroactively or  prospectively) by the party entitled to enforce the term,
     but any  waiver  is  effective  only if in a  writing  signed  by the party
     against which the waiver is to be asserted. Except as otherwise provided in
     this Agreement, no failure or delay of any party in exercising any power or
     right  under this  Agreement  operates  as a waiver  thereof,  nor will any
     single or partial  exercise of the right or power,  or any  abandonment  or
     discontinuance  of steps to enforce the right or power,  preclude any other
     or further  exercise  thereof or the  exercise of any other right or power.
     This Agreement may only be amended in writing.

10.7.Disclosure.  Neither party may make any media release,  public announcement
     or other disclosures relating to this Agreement,  its subject matter or the
     purpose of this  Agreement  without the prior written  consent of the other
     party.  If such  disclosure is required by law or the rules of any exchange
     on which such party's  securities  are listed,  the  disclosing  party will
     attempt to obtain the other party's consent prior to making the disclosure,
     but the  disclosing  party will not be in breach of this  provision  if the
     time  required  by law or the  exchange's  rules for making the  disclosure
     makes it impossible or impracticable to obtain such prior consent.

10.8.Compliance with Laws. The parties must comply with all applicable  federal,
     state,  county and local laws, rules,  regulations and orders that apply to
     the performance of their obligations under this Agreement.

SPRINT COMMUNICATIONS COMPANY L.P.            AIRGATE PCS, INC.


By:
                                              By: /s/ Thomas M. Dougherty
Its:
                                              Its:  President and CEO
Name:
                                              Name:  Thomas M. Dougherty

<PAGE>


                                       A-2
                                    EXHIBIT A
                                   COMMISSIONS

1.       Commissions

Sprint  agrees to pay  Sales  Agent the  following  Commissions  for the sale of
Sprint Services to Customers.

Sprint may, in its sole discretion,  amend this Exhibit, except that the Monthly
Residual  Commission  may not be reduced with respect to Customers who purchased
Sprint Services prior to the date of such amendment as a result of Sales Agent's
efforts  under  this  Agreement.  Any  amendment  that  affects  the  amount  of
Commissions  or the timing of earning or payment of  Commissions is effective 30
days after Sales Agent is notified of the amendment.

1.1. Standard Commission. Subject to any charge backs described in this Exhibit,
     Sales Agent earns a Standard  Commission  of $10 for each  A-Status Sale by
     Sales Agent.

1.2. Monthly Residual Commission. In addition to the Standard Commission, Sprint
     will  pay to  Sales  Agent a  Monthly  Residual  Commission  of 4.5% of the
     Customer's Net Collectible  Monthly Revenue for each consecutive month that
     the Customer remains a Sprint  Customer.  Sales Agent will continue to earn
     Monthly  Residual  Commission  on any A-Status  Sales that became  A-Status
     prior to the date of expiration  or  termination  of this  Agreement for as
     long  as the  Customer  continuously  remains  a  Sprint  Customer.  If the
     Customer switches to a new Sprint Service or service offering without first
     canceling,  terminating,  disconnecting  or deactivating his Sprint Service
     that was purchased  through Sales Agent,  Sales  Agent's  Monthly  Residual
     Commission will be based on Customer's Net Collectible  Monthly Revenue for
     the new Sprint  Service  or  service  offering.  If the  Customer  cancels,
     terminates,  disconnects or discontinues his Sprint Service for any reason,
     Sprint will not pay Sales Agent any further Monthly Residual Commission for
     that Customer.

2.       Charge Backs

A "charge back" is an amount Sprint may charge  against any amounts due to Sales
Agent for Commissions  earned under the specific terms of this Agreement and for
no other reason. During the term of this Agreement and upon its termination,  if
charge backs exceed  Commissions and other amounts,  if any, due to Sales Agent,
then Sales Agent must pay the excess to Sprint immediately upon notice by Sprint
to Sales Agent of the amount of the excess.  Without  limiting the generality of
this Section, the following items are charge backs:

2.1. If  Sprint   must   adjust   the   account   of  a   Customer   because  of
     misrepresentations  made by Sales  Agent to the  Customer in  violation  of
     Sprint  procedures,  policies and operating  guidelines  established  under
     Section 2.3 hereof (e.g., promising free calling); or

2.2. If Sales Agent accepts payment from a Customer for a Sprint Service and the
     payment is not immediately  delivered to the person at Sprint authorized to
     receive the  payments  in  violation  of Sprint  procedures,  policies  and
     operating guidelines established under Section 2.3 hereof.

No  chargebacks  are made with  respect  to an  A-Status  Sale even  though  the
Customer deactivates following such sale.

3.       Errors

If  Sprint  determines  that an error was made in any  Commission  paid to Sales
Agent,  Sprint may  adjust the next  payment  of  Commission  to Sales  Agent to
correct the error.  If no  additional  amounts are due Sales Agent,  Sales Agent
must  immediately upon receipt of notice of the error from Sprint pay the amount
of the error to Sprint.