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Exhibit 10.4
                             Schedule of Definitions

     This Schedule of Definitions is the "Schedule of Definition" referred to in
and  incorporated  by  reference  under  the  Management   Agreement,   Services
Agreement,  and Trademark  License  Agreements  (as such  agreements are defined
below).  Whenever the phrase "this agreement" is used below,  such phrase refers
to the  particular  agreement  under whose terms this Schedule of Definitions is
being  applied in that  instance.  If  citations  to  sections  or  exhibits  of
different  agreements  are  included  in  a  definition,  the  citation  to  the
particular  agreement  under whose terms this Schedule of  Definitions  is being
applied controls to the exclusion of the citations to different agreements.

     The following  words and phrases used in this  agreement have the following
meanings:

     "Addendum" means any addendum  attached to this agreement that contains the
amendments to this agreement;  such Addendum is expressly incorporated as a part
of this agreement.

     "Affiliation  Agreement"  means  any and all of the  agreements,  known  as
Sprint PCS  Affiliation  Agreements,  whereby an affiliate and Sprint PCS and/or
one or more of Sprint PCS'  Related  Parties  agree to the terms and  conditions
under which such  affiliate  will manage the Service Area Network  identified in
such agreement, using such Affiliate's own PCS license issued by the FCC and any
documents incorporated by reference in such agreement.

     "Agent" has the meaning set forth in Section 3.1 of the Sprint Spectrum and
Trademark  and  Service  Mark  License  Agreement  or Section  3.1 of the Sprint
Trademark and Service Mark License Agreement.

     "Arbiter"  has the  meaning set forth in Section  12.1.3 of the  Management
Agreement or Section 5.1.3 of the Services Agreement.

     "Available  Services" means those  categories of services listed on Exhibit
2.1.1 to the Services Agreement (as the same may be amended from time to time by
Sprint  Spectrum and made  available to Manager  under the terms of the Services
Agreement).

     "Available  Services and Fees  Schedule"  means that  schedule set forth on
Exhibit 2.1.1 to the Services Agreement, which sets forth the Available Services
offered from time to time and the fees charged for such Available Services.

     "Bankruptcy"  means, for the purposes of the Trademark License  Agreements,
either a Voluntary Bankruptcy or an Involuntary Bankruptcy.

     "Brands" means the Sprint PCS Brands and the Sprint Brands.

     "BTA"  means a Basic  Trading  Area for which a Basic  Trading  Area  (BTA)
license is issued by the FCC.

     "Build-out  Plan"  means the plan  agreed  upon by Manager  and Sprint PCS,
along  with  any  modifications   and  updates  to  the  plan,   respecting  the
construction and design of the Service Area Network, a copy of which is attached
as Exhibit 2.1 to the Management Agreement.

     "Business  Day"  means a day of the year  that  banks are not  required  or
authorized to close in the State of New York.

     "Cancelled  Service"  has the  meaning  set  forth  in  Section  3.2 of the
Services Agreement.

     "CDMA" means code division multiple access.

     "Change of Control"  has the  meaning  set forth in Section  17.15.3 of the
Management Agreement.

     "Collected  Revenues"  has the  meaning  set forth in  Section  10.4 of the
Management Agreement.

     "Confidential  Information"  means all  Program  Requirements,  guidelines,
standards,  and programs,  the technical,  marketing,  financial,  strategic and
other  information  provided  by each  party  under  the  Management  Agreement,
Services Agreement, and Trademark License Agreements,  and any other information
disclosed by one party to the other party pursuant to the Management  Agreement,
Services  Agreement,  and Trademark License  Agreements that is not specifically
excluded  by  Section  12.2 of the  Management  Agreement.  In  addition  to the
preceding  sentence,  "Confidential  Information"  has the  meaning set forth in
Section 3.1 of the Sprint Spectrum  Trademark and Service Mark License Agreement
or Section 3.1 of the Sprint Trademark and Service Mark License Agreement.

     "Controlled  Related  Party"  means  the  Parent  of any  Person  and  each
Subsidiary  of such  Parent.  As used in Section 1.2 and Article 3 of the Sprint
Spectrum Trademark and Service Mark License Agreement or Section 1.2 and Article
3 of  the  Sprint  Trademark  and  Service  Mark  License  Agreement,  the  term
"Controlled  Related Party" will also include any Related Party of a Person that
such Person or its Parent can directly or indirectly  unilaterally cause to take
or refrain  from taking any of the actions  required,  prohibited  or  otherwise
restricted  by such Section,  whether  through  ownership of voting  securities,
contractually or otherwise.

     "Default  Rate"  means  the rate per  annum  (computed  on the basis of the
actual  number of days  elapsed  in a year of 365 or 366 days,  as  applicable),
compounded monthly, equal to the Prime Rate (adjusted as and when changes in the
Prime Rate occur) plus five percent (5 %).

     "Disaggregated  License" means that portion of the License that Manager may
or is required to purchase  under Section 11 of the  Management  Agreement  from
Sprint  PCS under  certain  circumstances,  after  Sprint  PCS'  receipt  of FCC
approval of the necessary disaggregation and partition,  which portion comprises
no less than the  amount of  spectrum  sufficient  to operate  one  duplex  CDMA
carrier  (including  the required  guard bands) within the PCS Spectrum,  and no
more than 10 MHz of the Spectrum (at Manager's designation) covering the Service
Area, and which includes the frequencies then in use in the Service Area Network
and, if applicable,  adjacent  frequencies,  so long as such  frequencies in the
aggregate do not exceed 10 MHz.

     "Dispute  Notice"  has the  meaning  set  forth in  Section  12.1.3  of the
Management Agreement or Section 5.1.3 of the Services Agreement.

     "Dispute  Notice  Date" has the meaning set forth in Section  12.1.3 of the
Management Agreement or Section 5.1.3 of the Services Agreement.

     "Encumbrances"  has the meaning  set forth in Section  5.1(a) of the Sprint
Spectrum  Trademark and Service Mark License Agreement or Section 5.1 (a) of the
Sprint Trademark and Service Mark License Agreement.

     "Entire  Business Value" has the meaning set forth in Section 11.7.3 of the
Management Agreement.

     "Event of Termination" means any of the events described in Section 11.3 of
the Management Agreement.  For the purposes of the Sprint Spectrum Trademark and
Service Mark License  Agreement only, "Event of Termination" has the meaning set
forth  in  Section  13.2  of that  agreement.  For the  purposes  of the  Sprint
Trademark and Service Mark License  Agreement only,  "Event of Termination"  has
the meaning set forth in Section 13.2 of that agreement.

     "FAA" means the Federal Aviation Administration.

     "FCC" means the Federal Communications Commission.

     "Financial  Lender"  means any and all of those  commercial  and  financial
institutions  that  provide  material  credit  to  Manager  for the  purpose  of
assisting  Manager with the fulfillment of its obligations and duties under this
agreement.

     "fixed wireless local loop" has the meaning set forth in Section 2.4 of the
Management Agreement.

     "home service area" means the  geographic  area within which a customer can
make a local call on the customer's PCS phone (i.e., the customer does not incur
an extra charge).

     "Inbound  Roaming" means calls placed by a non-Sprint PCS Network  customer
on the Sprint PCS Network.

     "Indemnitee" and "Indemnitor" have the meanings set forth in Section 13.3.1
of the Management Agreement or Section 6.3.1 of the Services Agreement.

     "Initial  Term" has the meaning set forth in Section 11.1 of the Management
Agreement.

     "Involuntary Bankruptcy" has the meaning set forth in Section 11.3.7 of the
Management Agreement.

     "Law"  means  all  laws  (statutory  or  otherwise),   ordinances,   rules,
regulations,  bylaws,  Orders  and  codes  of all  governmental  and  regulatory
authorities, whether United States Federal, state or local, which are applicable
to the Sprint PCS Products and Services.

     "License"  means  the PCS  license(s)  issued by the FCC  described  on the
Service Area Exhibit to the Management Agreement.

     "Licensed  Marks" means the trademarks and service marks referred to in the
Recitals  section of the  Trademark  License  Agreement  under  whose terms this
definition  is  being  applied,  and such  other  marks  as may be  adopted  and
established under said agreement from time to time.

     "Licensee" has the meaning set forth in the  introductory  paragraph to the
particular agreement under whose terms this definition is being applied.

     "Licensor" has the meaning set forth in the  introductory  paragraph to the
particular agreement under whose terms this definition is being applied.

     "local calling area" means the geographic  area within which a customer can
make a  local  call on the  customer's  PCS  handset  without  incurring  a long
distance

     "Loss" means any and all damage, loss, liability, claim, out-of-pocket cost
and expense,  including  reasonable  expenses of  investigation  and  reasonable
attorneys' fees and expenses, but excluding consequential or special damages.

     "Management  Agreement" means that certain Sprint PCS Management  Agreement
executed by Manager and Sprint PCS and any documents  incorporated  by reference
in said agreement.

     "Manager"   means  the  party  to  this   agreement  as  indicated  in  the
introductory paragraph of this agreement.

     "Manager  Management Report" has the meaning set forth in Section 12.1.2 of
the Management Agreement.

     "Manager's  Products  and  Services"  means  all types  and  categories  of
wireless  communications  services and  associated  products that are offered by
Manager in the Service Area under Section 3.2 of the Management Agreement.

     "Marketing Communications Guidelines" means the guidelines issued by Sprint
or Sprint PCS in accordance  with Section 5.2 of the  Management  Agreement with
respect to the marketing, promotion,  advertising,  distribution, lease and sale
of Sprint PCS Products and Services, as they may be amended from time to time by
Sprint or Sprint  PCS In  accordance  with the  terms of the  Trademark  License
Agreements.

     "Master  Signature  Page"  means  the  document  that  the  parties  to the
Management  Agreement,  Services  Agreement  and/or one or more of the Trademark
License  Agreements sign to evidence their agreement to execute,  become a party
to and be bound by each of the  agreements,  or parts thereof,  listed above the
particular party's signature on such Master Signature Page.

     "MFN price" or "Most Favored  Nation price" means,  with respect to resale,
the best local market  price  offered to any third party for the purchase of air
time on Manager's  network  including but not limited to any third party who may
use the air time for its own wireless  communications services or resell the air
time,  and,  with respect to roaming,  the lowest  roaming  charge of Manager to
other wireless carriers when their customers roam on the Service Area Network.

     "MIN" means the 24-bit mobile  identification  number  corresponding to the
7-digit  telephone  number  assigned to the  handset,  used for both billing and
receiving calls.

     "MTA" means a Major  Trading  Area for which a MTA license is issued by the
FCC.

     "New Coverage"  means the build-out in the Service Area that is in addition
to  the  build-out  required  under  the  then-existing  Build-out  Plan,  which
build-out Sprint PCS or Manager decides should be built-out.

     "Notice  Address  Schedule"  means  the  schedule  attached  to the  Master
Signature Page that provides the mailing and courier delivery addresses, and the
facsimile  number,  for giving notices to each of the parties signing the Master
Signature Page. The Notice Address Schedule may include  supplemental  addresses
that serve as additional or alternate notice addresses for use by the parties in
specifically prescribed situations.

     "NPA-NXX" means as follows:  "NPA" means numbering plan area,  which is the
area code for a telephone  number.  "NXX"  refers to the first three digits of a
telephone number,  which identify the specific  telephone company central office
that serves that number.

     "Offer" means an offer received by Manager to sell substantially all of the
assets comprising or used in connection with the operation and management of the
Service Area Network or any portion of the Service Area Network.

     "Offer  Notice" means a written  notice given by Manager to Sprint PCS that
sets  forth in  detail  the terms  and  conditions  of an Offer and the name and
address of the person or entity making the Offer.

     "Offered  Interest" means the assets that Manager proposes to sell pursuant
to an Offer.

     "Operating Assets" means the assets Manager or its Related Parties owns and
uses in connection  with the operation of the Service Area Network,  at the time
of  termination,  to provide the Sprint PCS  Products  and  Services.  Operating
Assets does not include  items such as furniture,  fixtures and  buildings  that
Manager or its Related Parties use in connection with other businesses. Examples
of Operating Assets include without  limitation:  switches,  towers, cell sites,
systems, records and retail stores.

     "Operational  Level of Sprint PCS" means the average  operational  level of
all the service  area  networks  operated by Sprint PCS and its Related  Parties
without the use of a manager or affiliate, as measured by Sprint PCS, unless the
operational  level,  as  measured  by Sprint  PCS,  of all of the  service  area
networks  operated  by Sprint PCS and its Related  Parties  without the use of a
manager or  affiliate  that are  contiguous  to the  Service  Area are below the
national  average,  in which case  "Operational  Level of Sprint  PCS" means the
average operational level of those contiguous service area networks.

     "Order"  means any order,  writ,  injunction,  decree,  judgment,  award or
determination of any court or governmental or regulatory authority.

     "Other  Managers"  means any  person or entity  with  which  Sprint PCS has
entered into an agreement similar to this agreement or an Affiliation Agreement,
including  without  limitation an affiliate under an Affiliation  Agreement or a
manager under  another  Management  Agreement,  under which the person or entity
designs,  constructs  and manages a service area network and offers and promotes
Sprint PCS Products or Services.

     "Outbound Roaming" means calls placed by a Sprint PCS Network customer on a
non-Sprint PCS network.

     "Parent" means, with respect to any Person,  the ultimate parent entity (as
determined in accordance with the Hart-Scott-Rodino  Antitrust  Improvements Act
of 1976 and the rules and  regulations  promulgated  thereunder) of such Person;
except that if such ultimate parent entity is an individual,  the Parent will be
the highest entity in the ownership chain from the ultimate parent entity to and
including such Person that is not an individual.

     "parties" means, with respect to the Management  Agreement,  Sprint PCS and
Manager.  For the purpose of the services Agreement only, "parties" means Sprint
Spectrum and Manager. Sprint is not a party to the Management Agreement,  except
to the limited  extent  described on the  signature  page  executed on behalf of
Sprint.  For the purpose of the Trademark  License  Agreements  only,  "parties"
means Licensor and Licensee.

     "PCS" means a radio  communication  system  authorized  under the rules for
broadband personal communications services designated as Subpart E of Part 24 of
the FCC's rules, including the network, marketing, distribution, sales, customer
interface and operations functions relating thereto.

     "PCS Spectrum" means the range of frequencies that Sprint PCS is authorized
to use under the License.

     "Permitted  Assignee"  means any assignee of the rights and  obligations of
Licensee pursuant to an assignment  consented to in writing by Licensor,  in its
sole  discretion,  in  accordance  with  Section  14.1  of the  Sprint  Spectrum
Trademark  and Service  Mark  License  Agreement  or Section  14.1 of the Sprint
Trademark  and Service  Mark  License  Agreement,  or any  subsequent  permitted
assignee of any such permitted assignee.

     "Person" means any individual,  partnership,  limited partnership,  limited
liability company,  corporation,  trust, other business  association or business
entity, estate, or other entity.

     "pops"  means the  population  covered by a license  or group of  licenses.
Unless otherwise noted, as used in the Management Agreement, pops means the most
recent Rand-McNally Population Survey estimate of the population of a geographic
area.

     "Premium  and  Promotional  Items"  means all  items,  including  clothing,
memorabilia and novelties, used to display the Licensed Marks for the purpose of
promoting the awareness,  sale or image of the Sprint PCS Products and Services;
provided, however, that Premium and Promotional Items does not include marketing
and advertising materials prepared by Licensee that are subject to the Marketing
Communications  Guidelines  (e.g.  printed  materials  such  as  bill  stuffers,
brochures and similar materials).

     "Prime  Rate"  means  the rate  announced  from  time to time by The  Chase
Manhattan Bank, or its successor(s), as its prime rate.

     "Program Requirements" means the standards, guidelines, plans, policies and
programs established by Sprint PCS from time to time regarding the operation and
management  of the Service  Area  Network and the Sprint PCS  business  operated
using the Service Area Network,  including the Program Requirements set forth in
Sections 4.1, 4.2, 4.3, 7.2 and 8.1 of the Management Agreement.  Sprint PCS may
also implement Program  Requirements  respecting a voluntary resale program,  as
defined in Section 3.5.2 of the Management Agreement.

     "Purchase  Notice" has the meaning set forth in Section 1.2 of Exhibit 11.8
to the Management Agreement.

     "Quality  Standards"  has the  meaning  set forth in Section  2.1(a) of the
Sprint Spectrum  Trademark and Service Mark License  Agreement or Section 2.1(a)
of the Sprint Trademark and Service Mark License Agreement.

     "Rand-McNally  Population  Survey" means the most recent  population survey
published by Rand-McNally  or, if Rand-McNally no longer  publishes the surveys,
then the most recent population  survey published by any successor  organization
to Rand-McNally or, if no such organization exists, an organization  selected by
Sprint PCS that provides surveys similar to the Rand-McNally surveys.

     "Receiving  Party" has the  meaning  set forth in Section 3.1 of the Sprint
Spectrum  Trademark  and Service  Mark  License  Agreement or Section 3.1 of the
Sprint Trademark and Service Mark License Agreement.

     "Related  Equipment"  means   customer-controlled   equipment  for  use  in
connection  with the Sprint PCS  Products  and  Services  including  telephones,
wireless handsets and related  accessories,  PCMCIA cards, "smart" cards, PDA's,
PBX's, set-top boxes and data terminals.

     "Related  Party" means,  with respect to any Person,  any other Person that
directly  or  indirectly  through  one  or  more  intermediaries   controls,  is
controlled by, or is under common  control with the Person.  For purposes of the
Management Agreement, Sprint Spectrum,  SprintCom,  American PCS Communications,
LLC, PhillieCo Partners I, L.P., and Cox Communications PCS, L.P, will be deemed
to be Related  Parties.  For purposes of this  definition,  the term  "controls"
(including its  correlative  meanings  "controlled by" and "under common control
with") means the possession, direct or indirect, 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.

     "Restricted  Party" has the  meaning set forth in Section 3.1 of the Sprint
Spectrum  Trademark  and Service  Mark  License  Agreement or Section 3.1 of the
Sprint Trademark and Service Mark License Agreement.

     "Selected  Services" means those Available  Services selected by Manager to
be provided by Sprint Spectrum under Section 2.1 of the Services  Agreement.  An
Available  Service  will not be  treated  as a  Selected  Service  until  Sprint
Spectrum begins providing that service.

     "Service  Area" means the  geographic  area  described  on the Service Area
Exhibit to the Management Agreement.

     "Service Area Network" means the network and business activities managed by
Manager under the Management Agreement m the Service Area under the License.

     "Services  Agreement"  means that certain  Sprint PCS  Services  Agreements
executed by Manager  and Sprint  Spectrum  and any  documents  incorporated  by
reference in said  agreement,  whereby  Manager may delegate the  performance of
certain services to Sprint PCS for fees that represent an adjustment of the fees
paid by Sprint PCS to Manager under Section 10 of the Management Agreement.

     "Siting Regulations" means:

     (1)  FCC regulations governing tower siting, lighting, marking, monitoring,
          and  reporting  of  lighting  malfunctions  as  set  forth  in 47  CFR
          ss.ss.17.1 through 17.58, and as may be amended;

     (2)  FAA regulations governing tower siting, lighting, marking, monitoring,
          and  reporting  of  lighting  malfunctions  as  set  forth  in 14  CFR
          ss.ss.77.1 through 77.75, and as may be amended;

     (3)  FCC land use  regulations as set forth in 47  CFRss.ss.1.1301  through
          1.1319, and as may be amended; and

     (4)  FCC  radio  frequency   exposure   regulations  as  set  forth  in  47
          CFRss.ss.1.1301 through 1.1319, and as may be amended.

     "spectrum" has the same meaning as PCS Spectrum.

     "Sprint"  means Sprint  Communications  Company,  L.P., a Delaware  limited
partnership.

     "Sprint  Brands" means the  "Licensed  Marks" as that term is defined under
the Sprint Trademark and Service Mark License Agreement.

     "Sprint  PCS" means any or all of the  following  Related  Parties  who are
License  holders and  signatories to the Management  Agreement:  Sprint Spectrum
L.P., a Delaware limited  partnership,  SprintCom,  Inc., a Kansas  corporation,
PhillieCo Partners I, L.P., a Delaware limited  partnership,  Cox Communications
PCS, L.P., a Delaware limited partnership, and American PCS Communications, LLC,
a Delaware  limited  liability  company.  Each entity  listed above is a Related
Party to each of the other listed entities.

     "Sprint PCS  Affiliation  Agreement"  has the same  meaning as  Affiliation
Agreement.

     "Sprint  PCS  Brands"  means the  "Licensed  Marks" as that term is defined
under the Sprint Spectrum Trademark and Service Mark License Agreement.

     "Sprint PCS  Communications  Policies"  means the policies  established  in
accordance  with Section 6.4 of the Management  Agreement with respect to public
relations development,  maintenance and management,  as they may be amended from
time to time by  Sprint  PCS in  accordance  with the  terms  of the  Management
Agreement.

     "Sprint PCS Customer  Service Program  Requirements"  means the program and
requirements  established  in  accordance  with  Section  8.1 of the  Management
Agreement  with  respect  to  customer  service  development,   maintenance  and
management,  as it may be amended from time to time by Sprint PCS in  accordance
with the terms of the Management Agreement.

     "Sprint  PCS  Customer  Service  Standards"  means those  customer  service
standards  developed  by  Sprint  PCS  with  respect  to  customer  service  and
maintenance as described in Section 8.1 of the Management  Agreement,  as it may
be amended from time to time by Sprint PCS in  accordance  with the terms of the
Management Agreement.

     "Sprint  PCS  Insurance  Requirements"  means  the  insurance  requirements
developed  by  Sprint  PCS as  described  in  Section  12.3  of  the  Management
Agreement,  as they may be amended from time to time by Sprint PCS in accordance
with the terms of the Management Agreement.

     "Sprint  PCS  Management  Agreement"  has the same  meaning  as  Management
Agreement.

     "Sprint PCS National Accounts Program  Requirements"  means the program and
requirements  established  in  accordance  with  Section  4.2 of the  Management
Agreement  with  respect  to  national  accounts  development,  maintenance  and
management,  as it may be amended from time to time by Sprint PCS in  accordance
with the terms of the Management Agreement.

     "Sprint PCS National or Regional  Distribution Program  Requirements" means
any distribution program and requirements established in accordance with Section
4.1 of the  Management  Agreement,  as it may be  amended  from  time to time by
Sprint PCS in accordance with the terms of the Management Agreement, and entered
into by Sprint PCS or its Related  Parties and a  third-party  distributor  (for
example, a national chain of retail electronics stores) from time to time, under
which the third party will  distribute,  lease or sell Sprint PCS  Products  and
Services  on a  national  or  regional  basis.  The term  "distributor"  means a
reseller  of  Sprint  PCS  Products  and  Services,  or an agent of  Sprint  PCS
authorized  to sell Sprint PCS Products and Services on behalf of Sprint PCS, or
a person  engaged in any other  means of  wholesale  or retail  distribution  of
Sprint PCS Products and Services.

     "Sprint PCS  Network"  means the  national  wireless  network and  business
activities  to be  developed  by Sprint PCS,  Manager and Other  Managers in the
United  States and certain of its  territories  and  possessions,  which network
includes the Service Area Network.

     "Sprint  PCS  Products  and  Services"  means all types and  categories  of
wireless  communications services and associated products that are designated by
Sprint PCS (whether now existing or developed and  implemented in the future) as
products  and  services  to be  offered  by Sprint  PCS,  Manager  and all Other
Managers as the  products  and  services of the Sprint PCS Network for fixed and
mobile voice,  short  message and other data services  under the FCC's rules for
broadband  personal  communications  services,  including all local area service
plans.  Sprint PCS  Products and  Services do not include  wireline  products or
services,  including local exchange service, wireline long distance service, and
wireline based Internet access.

     "Sprint PCS Roaming and Inter Service Area Program Requirements" means:

     (i)  the roaming  program and  requirements  established in accordance with
          Section 4.3 of the Management Agreement,  as amended from time to time
          by  Sprint  PCS  in  accordance  with  the  terms  of  the  Management
          Agreement, to provide for customers from a carrier not associated with
          the Sprint PCS Network to operate the customer's handset on the Sprint
          PCS Network  and for  customers  from the Sprint PCS Network  (whether
          customers of Sprint PCS,  Manager or an Other  Manager) to operate the
          customer's  handset on a network of a carrier not associated  with the
          Sprint PCS Network, and

     (ii) the  program  established  in  accordance  with  Section  4.3  of  the
          Management  Agreement,  as amended  from time to time by Sprint PCS in
          accordance with the terms of the Management Agreement,  to provide for
          customers  from one Service  Area on the Sprint PCS  Network,  whether
          managed by Sprint PCS,  Manager,  or an Other Manager,  to operate the
          customer's  handsets and otherwise receive seamless service regardless
          of  whether  the  customer  makes its call to or from the  Sprint  PCS
          Network and regardless of whether the customer is a customer of Sprint
          PCS, Manager or an Other Manager.

     "Sprint  PCS  Technical  Program  Requirements"  means  the  operating  and
technical  performance  standards  established by Sprint PCS, in accordance with
Section 7.2 of the Management Agreement,  as amended from time to time by Sprint
PCS in accordance with the terms of the Management Agreement, for the Sprint PCS
Network as the may be amended from time to time by Sprint PCS in accordance with
the terms of the Management Agreement.

     "Sprint   Spectrum"  means  Sprint   Spectrum  L.P.,  a  Delaware   limited
partnership.

     "Sprint Spectrum Brands" means the "Licensed Marks" as that term is defined
under the Sprint Spectrum Trademark and Service Mark License Agreement.

     "Sprint Spectrum  Trademark and Service Mark License  Agreement" means that
certain Sprint Spectrum Trademark and Service Mark License Agreement executed by
Manager and Sprint Spectrum and any documents  incorporated by reference in said
agreement.

     "Sprint  Trademark and Service Mark License  Agreement"  means that certain
Sprint  Trademark  and Service  Mark License  Agreement  executed by Manager and
Sprint and any documents incorporated by reference in said agreement.

     "SprintCom" means SprintCom, Inc., a Kansas corporation.

     "Subsidiary"  of any Person as of any  relevant  date means a  corporation,
company or other entity (i) more than 50% of whose outstanding  shares or equity
securities  are, as of such date,  owned or  controlled,  directly or indirectly
through one or more  Subsidiaries,  by such Person, and the shares or securities
so owned entitle such Person and/or Subsidiaries to elect at least a majority of
the  members  of the board of  directors  or other  managing  authority  of such
corporation,  company or other entity notwithstanding the vote of the holders of
the remaining shares or equity securities so entitled to vote or (ii) which does
not have outstanding shares or securities,  as may be the case in a partnership,
joint  venture  or  unincorporated  association,  but  more  than  50% of  whose
ownership  interest  is,  as of such  date,  owned or  controlled,  directly  or
indirectly  through one or more  Subsidiaries,  by such Person, and in which the
ownership interest so owned entitles such Person and/or Subsidiaries to make the
decisions for such corporation, company or other entity.

     "Successor  Notice" has the meaning set forth in Section  17.15.2(e) of the
Management Agreement.

     "Term" means during the tern of the  Management  Agreement,  including  the
Initial Tern and any renewal terms.

     "Trademark and Service Mark Usage Guidelines" means the rules governing the
depiction  and  presentation  of the  Licensed  Marks then  generally  in use by
Licensor,  to be furnished  by Licensor to Licensee,  as the same may be amended
and updated from time to time by Licensor.

     "Trademark License  Agreements" means the Sprint Trademark and Service Mark
License  Agreement  and the Sprint  Spectrum  Trademark and Service Mark License
Agreement.

     "Type II  Report"  has the  meaning  set  forth in  Section  12.1.2  of the
Management Agreement.

     "Voluntary  Bankruptcy"  has the meaning set forth in Section 11.3.7 of the
Management Agreement.

     "wireless  mobility  communications  network" means a radio  communications
system  operating in the 1900 MHz spectrum  range under the rules  designated as
Subpart E of Part 24 of the FCC's rules.